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: 811-23727

 

 

 

ARES PRIVATE MARKETS FUND 

(Exact name of registrant as specified in charter)

 

245 PARK AVENUE

44TH FLOOR

NEW YORK, NEW YORK 10167 

(Address of principal executive offices)(Zip code)

 

Andrew Flippo

c/o 245 Park Avenue, 44th Floor

New York, New York 10167

(Name and Address of Agent for Service)

 

Copy to:

Nicole M. Runyan, P.C.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

 

 

Registrant’s telephone number, including area code: (212) 750-7300

 

Date of fiscal year end: March 31

 

Date of reporting period: March 31, 2024

 

 

 

 

Item 1. Reports to Stockholders.

 

(a)

 

 

 

 

 

 

Table of Contents

 

Shareholder Letter (Unaudited) 1
   
Performance Overview (Unaudited) 4
   
Consolidated Schedule of Investments 6
   
Consolidated Statement of Assets and Liabilities 10
   
Consolidated Statement of Operations 11
   
Consolidated Statements of Changes in Net Assets 12
   
Consolidated Statement of Cash Flows 14
   
Consolidated Financial Highlights 15
   
Notes to Consolidated Financial Statements 18
   
Report of Independent Registered Public Accounting Firm 30
   
Fund Management (Unaudited) 31
   
Additional Information (Unaudited) 33
   
Privacy Policy (Unaudited) 34
   
Approval of Investment Advisory and Management Agreement (Unaudited) 35

 

 

 

Ares Private Markets Fund Shareholder Letter
  March 31, 2024 (Unaudited)

 

Dear Shareholders,

 

We are pleased to present the Annual Report for Ares Private Markets Fund (the “Fund”) for the fiscal year ended March 31, 2024. We are also proud to report on the Fund’s early success in deploying capital. During our most recent fiscal year, the Fund made 139 investments across traditional secondaries, GP-led secondaries, structured solutions, co-investments, and primary commitments. These investments complement the Fund’s 23 investments made in our year ended March 31, 2023, including the seed portfolio of 11 traditional secondaries interests, which in total provide investors with exposure to over 2,500 underlying portfolio companies. Secondaries investments accounted for almost 95% of the Fund’s investment portfolio, with over 81% of the Fund’s portfolio held in buyout investments. The Fund’s underlying portfolio company exposure is largely located in North America (84.19%) and Europe (10.97%), with the remainder (4.84%) located in other regions. The Fund has followed through on its objective to keep investors as fully invested as possible and utilized its revolving credit facility at varying degrees throughout the year.

 

Performance Overview

 

For the year ended March 31, 2024, the Fund generated fiscal year net total returns of 17.10%, 16.92%, and 16.05% for its Class I Shares, Class D Shares, and Class A Shares, respectively (Class A inception: August 2023). The Fund’s performance was mainly driven by unrealized gains resulting from discounts associated with new portfolio investments, as well as the appreciation in value of its existing investments.

 

Investment Philosophy and Process

 

The Fund remains focused on delivering attractive and consistent total returns for our shareholders through market cycles by investing in a diversified pool of seasoned private equity assets utilizing a flexible strategy. We believe that the optimal investment strategy for private equity exposure is an actively managed portfolio that is anchored in traditional (“LP-Led”) secondaries, with complementary exposure to opportunistic GP-led transactions and strategic allocations to structured solutions, primary commitments, and co-investments. We believe that the Fund's unconstrained flexibility to allocate across the private equity secondaries market in a single portfolio affords investors an opportunity to capitalize on inefficiencies, dislocations and best capture relative value.

 

As part of the globally integrated platform of Ares Management Corporation, the Fund’s investment team seeks to leverage its sourcing, underwriting, and structuring edge to take advantage of the opportunities that arise, while remaining focused on portfolio construction and the long-term growth prospects for the Fund. The due diligence and investment process for the Fund is a rigorous, cycle-tested process that we believe has driven strong results for our institutional private equity secondaries funds for over 30 years. Our investment team leverages its long-standing relationships, which are enhanced by Ares’ strong relationships, along with the tools and analytics developed by the Ares’ Quantitative Research Team. These advantages further maximize our proprietary deal flow and enhance our due diligence process. As a result, only the most compelling transactions are brought to the private equity secondaries 11-member investment committee in weekly meetings, where investment opportunities are considered and, if approved, are available for allocation to the Fund.

 

Investment Environment

 

The investment environment for public and private equities in 2023 cannot be assessed adequately without the context of 2022. In the face of rising inflation and interest rates, with no certainty of when either would abate, public equity markets were down significantly in 2022, with the MSCI World (-18.14%) and S&P 500 (-18.51%) each down by more than 18% for the year. Private equity fared better by comparison, with global buyouts down 1.57% according to Burgiss,1 representing at least 1,600 basis points of outperformance. Exits and liquidity were also under pressure in 2022. According to Bain and Company, global M&A activity for 2022 was down 12% from 2021 in terms of deal volume, but down by a more significant 36% in terms of deal value.2

 

Based on data available through early May 2024, public equities outperformed private equity during 2023 due to the strong rebound in public equities following the steep declines of 2023. The MSCI World (23.79%) and S&P 500 (25.67%) were each up by over 20%, whereas global buyouts were up only 9.11% according to Burgiss.3 Yet, the rebound in public equities was not sufficient to close the comparative gap between private and public equities over the two-year period. Instead, the potential benefits of excess returns with mitigated volatility in private equity shone through as buyout funds generated a 7.40% cumulative total return over the two-year period from 2022 to the period ended December 31, 2023, while the S&P 500 was up only 2.40% and the MSCI World was up only 1.33%, representing at least 500 basis points of outperformance with less volatility.4

 

The conditions in the private equity market over the last two years have been unlike almost any other time in the industry’s history. In 2023, transaction value and number of deals were down once again at 60% and 35%, respectively, from the peak in 2021.5 Much like 2022, the decrease in activity was largely caused by the rapid pace of interest rate increases coupled with the uncertainty of the rate path going forward. Despite these unknowns, the economy remained strong as growth was durable, unemployment stayed low, and public markets performed. The conflicting signals in the market had an impact on underlying investment values, which created wide spreads between the bid and ask prices of private equity transactions, resulting in few completed deals.

Annual Report | March 31, 20241

 

 

Ares Private Markets Fund Shareholder Letter
  March 31, 2024 (Unaudited)

 

Global secondaries volume for 2023 was $115 billion, which was the second largest year on record despite the uncertain macroeconomic and geopolitical environment. GP-led activity remained strong, reaching $48 billion in transaction volume, of which 54% were multi-asset continuation vehicles and 46% were single-asset continuation vehicles. $22 billion of the $48 billion GP-led secondaries volume came in the fourth quarter of 2023. Overall, LP portfolios accounted for 52% of total volume.6

 

Heading into 2024, market participants anticipated a banner year of dealmaking in the secondaries market. While uncertainty around private equity valuations and the impacts of inflation and higher interest rates caused a slowing in volumes in the first half of 2023, deal flow in the second half of 2023 experienced a rebound. Deal activity in the fourth quarter of 2023 represented an ~80% year-over-year increase in deal activity vs. the fourth quarter of 2022, supported by shrinking bid / ask spreads between buyers and sellers and persistent demand for liquidity by both GPs and LPs.7 Thus far, the tailwinds for dealmaking in the secondary market from the fourth quarter of 2023 have carried into 2024. Between $27 billion and $32 billion of transaction volume has been executed in the first quarter of 2024 with an additional $200 billion of potential transaction volume on the horizon going forward.8

 

In the LP-led secondaries market, liquidity continues to be a focal point in 2024. The third quarter of 2023 marked the lowest quarterly figure for U.S. private equity exit activity in over a decade, which was due largely to a dormant IPO market and a constrained M&A environment. As a result, capital has not been returned to LPs as quickly as in the past. As both LPs and secondaries investors begin to get comfortable with valuations and market prices, we anticipate a significant pick up in LP-led activity as LPs take their liquidity needs into their own hands. Due to this phenomenon, we expect strong supply and attractive discounts in 2024 for LP-led secondaries.9,10

 

Similarly, in the GP-led part of the market, we expect strong levels of activity in 2024 following a year where GP-led volume significantly under paced LP- led volume. Price discrepancies made many managers hesitant to bring deals to market in 2023 for fear of deals not getting done. However, we expect GPs to come to market early in 2024 to get first access to the limited capital available in the space. We also anticipate a desire of GPs to test the market as other exit options remain constrained. Despite solid fundraising for GP-led secondaries, we believe that the GP-led part of the market continues to be undercapitalized as GPs increasingly identify assets in their funds that are candidates for continuation vehicles. Supply growth, undercapitalization of the market, and shrinking bid/ask spreads could lead to increased GP-led volumes this year.11

 

While periods of market volatility and uncertainty create challenges across the investment landscape, we believe that they present unique opportunities to purchase high quality, durable assets managed by top performing managers at attractive prices. Consequently, we believe that the current market environment represents an attractive opportunity to deploy capital. As we navigate through 2024, we believe that continued pressure from LPs for liquidity will serve as a catalyst for additional LP-led transactions as well and fundraising timeline pressure from sponsors may catalyze elevated levels of LP-led activity at attractive pricing, and limited accessibility to IPO, M&A and debt markets may catalyze increased levels of GP-led activity at attractive valuations as sponsors seek alternative paths to provide liquidity to LPs. Given its investment strategy, we believe that the Fund offers a compelling combination of diversification and downside protection. We maintain strong conviction in the current portfolio positioning and believe that the Fund is currently in a good position to meet its investment objective going forward.

 

1Burgiss, All Buyout Index data for 2022 and 2023, May 14, 2024.
2Bain & Company, Global M&A Report 2023, January 31, 2023.
3Burgiss, All Buyout Index data for 2022 and 2023, May 14, 2024.
4Burgiss, All Buyout Index data for 2022 and 2023, May 14, 2024.
5Bain & Company, Global Private Equity Report 2024, January 2024.
6PJT, FY 2023 Secondary Market Insights, January 2024.
7PJT, Q1 2024 Secondary Market Insights, April 2024.
8PJT, Q1 2024 Secondary Market Insights, April 2024.
9Private Equity International, "More players to embrace secondaries in 2024 amid liquidity crunch”, January 2024.
10Pitchbook, “The pipeline is full for secondary deals in 2024”, December 2023.
11Buyouts, “Signs of a banner year ahead in secondaries", December 2023.

2www.areswmsresources.com

 

 

Ares Private Markets Fund Shareholder Letter
  March 31, 2024 (Unaudited)

 

Summary

 

Given the current investment environment, we believe that the ability to dynamically allocate across the private equity market by GP, industry, vintage, strategy, and sector, puts the Fund in a strong position to achieve attractive risk-adjusted returns for its shareholders. We are pleased with the continued progress of constructing the Fund’s diversified portfolio and our performance to date. Looking ahead, the portfolio management team will continue to leverage the power of the Ares platform and its position as a global market leader in private markets to identify attractive investment opportunities in line with the stated objectives of the Fund. We thank you for your investment in and continued support of Ares Private Markets Fund.

 

Sincerely,

 

Ares Capital Management II LLC

Annual Report | March 31, 20243

 

 

Ares Private Markets Fund Performance Overview
  March 31, 2024 (Unaudited)

 

Average Annual Total Returns (as of March 31, 2024)

 

   1 Month   Quarter   6 Month   Period to date   Since Inception   Inception Date 
Ares Private Markets Fund - Class A   1.13%   2.67%   11.12%   16.05%   16.05%   8/1/2023 
Ares Private Markets Fund - Class A#    -2.41%   -0.91%   7.24%   11.99%   11.99%   8/1/2023 
Ares Private Markets Fund - Class I   1.12%   2.83%   11.75%   17.10%   13.15%   4/1/2022 
Ares Private Markets Fund - Class D   1.20%   2.87%   11.72%   16.92%   16.23%   9/1/2022 
MSCI World Index   3.21%   8.88%   21.31%   25.11%   7.79%   4/1/2022* 

 

Past performance is not indicative of future results. The investment return and principal value of an investment will fluctuate. An investor’s shares when repurchased may be worth more or less than the original cost. Total return is calculated assuming reinvestment of all dividends and distributions. For the year ended March 31, 2024, the Fund’s total annual expense ratio, before fee waivers, was 5.60% for Class I, 6.18% for Class D and 6.71% for Class A. For the year ended March 31, 2024, after fee waivers, the Fund’s total annual expense ratio was 5.01% for Class I, 5.64% for Class D and 6.20% for Class A.

 

#The Average Annual Total Returns include the impact of the maximum sales load of 3.50%.
*April 1, 2022 is not the inception date of the MSCI World Index.

 

Performance of $25,000 Initial Investment (as of March 31, 2024)

 

 

 

The graph shown above represents historical performance of a hypothetical investment of $25,000 in Class I Shares of the Fund since inception. The required minimum initial investment by a shareholder in the Fund is $25,000. The result is compared with a broad-based market index, the MSCI World Index. The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. The MSCI World Index consists of 23 developed market country indices. An investor cannot invest directly in an index. The market index has not been reduced to reflect any of the fees and costs of investing. Past performance does not guarantee future results. All returns reflect reinvested dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the repurchase of Fund shares.

 

Impact of the Fund's Distribution Policy

 

The Fund does not have a policy or practice of maintaining a specified level of distributions to shareholders for the year ended March 31, 2024. The Fund intends to qualify annually as a regulated investment company under the Internal Revenue Code of 1986, as amended, and intends to distribute at least 90% of its annual net taxable income to its investors. From time to time, the Fund may also pay special interim distributions at the discretion of its Board of Trustees. In general, this practice does not affect the Fund's investment strategy and may reduce the Fund's net asset value. This practice also does not generally result in a return of capital to investors.

4www.areswmsresources.com

 

 

Ares Private Markets Fund   Performance Overview
    March 31, 2024 (Unaudited)

 

Top Ten Holdings (as a % of Net Assets)*    
     
Warburg Pincus Private Equity XII, L.P.   5.58%
Alpine Investors VI, L.P.   4.97%
Blackstone Capital Partners VI, L.P.   4.51%
Sycamore Partners III-A, L.P.   3.64%
Vista Equity Partners V L.P.   3.55%
Paddington Partners, L.P.   3.25%
Warburg Pincus Global Growth, L.P.   3.19%
Hildred Perennial Partners I, L.P.   3.09%
Insight Partners Continuation Fund II, L.P.   2.97%
Platinum Equity Capital Partners IV, L.P.   2.76%
Top Ten Holdings   37.51%

 

Asset Allocation (as a % of Net Assets)*

 

 

*Holdings are subject to change, and may not reflect the current or future position of the portfolio. Tables present indicative values only.

Annual Report | March 31, 20245

 

 

Ares Private Markets Fund Consolidated Schedule of Investments
  March 31, 2024

 

   Geographic  Acquisition             Percentage of  
Private Assets - 82.25%  Region(a)  Date   Cost    Fair Value    Net Assets  
Direct Investments/Co-Investments- 1.82%(b)(c)                      
CWC Fund I Co-Invest (AlTi) LP  North America  3/26/2024   $ 5,201,000‌     $ 5,206,677‌    0.52‌%  
KKR Olympus Co-Invest L.P.  North America  10/18/2022   2,585,212‌    3,099,518‌    0.31‌%  
KWOL Co-Invest, L.P.  North America  12/29/2023   10,000,000‌    10,000,000‌    0.99‌%  
Total Direct Investments/Co-Investments         17,786,212‌    18,306,195‌       
                       
Primary Investments- 3.13%(b)(d)                      
Arlington Capital Partners VI, L.P.(c)   North America  7/27/2023   4,488,724‌    5,072,745‌    0.50‌%  
Constellation Wealth Capital Fund, L.P.(c)   North America  1/26/2024   4,347,216‌    4,084,712‌    0.41‌%  
Hunter Point Capital Investors (Onshore), L.P.  North America  1/29/2024   3,861,477‌    3,231,326‌    0.32‌%  
Integrum Capital Partners LP  North America  12/2/2022   3,335,161‌    3,771,419‌    0.37‌%  
Kelso Investment Associates XI, L.P.(c)   North America  10/26/2023   2,823,078‌    3,517,961‌    0.35‌%  
SkyKnight Capital Fund IV, L.P.(c)   North America  11/13/2023   442,371‌    447,364‌    0.04‌%  
TPG Partners IX, L.P.(c)   North America  1/25/2024   1,329,005‌    1,425,322‌    0.14‌%  
Valeas Capital Partners Fund I-A LP(c)   North America  1/31/2024   5,656,177‌    10,054,450‌    1.00‌%  
Total Primary Investments         26,283,209‌    31,605,299‌       
                       
Secondary Investments- 77.30%(b)                      
3i Europartners Vb L.P.(c)(d)   Europe  1/5/2024       160,328‌    0.02‌%  
Advanced Technology Ventures VII, L.P.(c)   North America  12/29/2023   717,933‌    586,991‌    0.06‌%  
Advent International GPE V-C Limited Partnership(c)(d)   North America  12/29/2023   350,014‌    454,970‌    0.04‌%  
Advent International GPE VI-A Limited Partnership(c)   North America  12/29/2023   1,418,731‌    1,687,319‌    0.17‌%  
AEA Investors 2006 Fund L.P.(c)(d)   North America  1/5/2024       69,275‌    0.01‌%  
Affinity Asia Pacific Fund III (No. 2) L.P.(c)(d)   Rest of World  12/29/2023   1,814,825‌    2,051,672‌    0.20‌%  
Alpine Investors VI, L.P.(c)(d)   North America  12/29/2023   35,902,545‌    50,177,558‌    4.97‌%  
APAX Europe VI-A, L.P.(c)(d)(e)   Europe  10/12/2023   59,259‌    96,802‌    0.01‌%  
APAX Europe VII-A, L.P.(c)(d)(e)   Europe  10/2/2023   1,211‌    6,870‌    0.00‌%(f) 
Apollo Investment Fund IX, L.P.(d)   North America  4/1/2022   3,643,121‌    5,038,722‌    0.50‌%  
Apollo Investment Fund VIII, L.P.(d)(e)   North America  12/29/2023   148,441‌    166,575‌    0.02‌%  
Audax Mezzanine Fund III, L.P.(c)(e)   North America  9/29/2023   30,393‌    44,486‌    0.00‌%(f) 
Audax Private Equity Fund III, L.P.(c)(d)(e)   North America  9/29/2023   168,234‌    207,112‌    0.02‌%  
Audax Private Equity Fund, L.P.(c)   North America  1/12/2024   253,674‌    43,638‌    0.00‌%(f) 
Avenue Real Estate Fund L.P.(c)(d)   North America  12/29/2023   3,659,857‌    3,056,596‌    0.30‌%  
Bain Capital Fund VII, L.P.  North America  1/31/2024   3,074,411‌    4,904,886‌    0.49‌%  
Berkshire Fund VI, L.P.(c)(d)   North America  12/29/2023   4,480,316‌    6,254,654‌    0.62‌%  
Berkshire Fund VII, L.P.(c)(d)   North America  12/29/2023   988,352‌    1,209,711‌    0.12‌%  
BF Garden Corporate Tax Credit Fund XII L.P.(c)   North America  1/12/2024       248,954‌    0.02‌%  
Blackstone Capital Partners IV L.P.(d)(e)   North America  12/29/2023   19‌    116,319‌    0.01‌%  
Blackstone Capital Partners V L.P.(d)(e)   North America  12/29/2023   14,779‌    273,473‌    0.03‌%  
Blackstone Capital Partners VI, L.P.(d)   North America  12/29/2023   29,732,864‌    45,567,440‌    4.51‌%  
Blackstone Capital Partners VII L.P.(d)(e)   North America  12/29/2023   273,304‌    322,750‌    0.03‌%  
Blackstone Communications Partners I L.P.(d)   North America  12/29/2023       28,903‌    0.00‌%(f) 
Blackstone Infrastructure Partners IRH-G L.P.(c)   North America  12/15/2023   20,000,000‌    20,143,698‌    1.99‌%  
Blackstone Real Estate Partners Europe III, L.P.(c)(d)   North America  12/29/2023   2,682,951‌    2,758,680‌    0.27‌%  
Blackstone Real Estate Partners IV L.P.(c)   North America  12/29/2023   114,223‌    576,281‌    0.06‌%  
Blackstone Real Estate Partners VI, LP(c)   North America  12/29/2023       65,553‌    0.01‌%  
Boston Millennia Partners II Limited Partnership(c)   North America  12/29/2023   212,102‌    278,284‌    0.03‌%  
BSP Summer Investors (PMF) L.P.(d)   North America  8/31/2023   9,669,052‌    14,364,278‌    1.42‌%  
BSP Summer Investors L.P.(d)   North America  8/31/2023   9,669,052‌    14,364,278‌    1.42‌%  
Capvest Strategic Opportunities 3 SCSP(c)   Europe  8/3/2022   12,180,059‌    18,714,954‌    1.85‌%  
Carlyle Partners VIII, L.P.(d)   North America  9/29/2023   2,173,220‌    2,577,347‌    0.26‌%  

 

See Notes to Consolidated Financial Statements. 

6www.areswmsresources.com

 

 

Ares Private Markets Fund Consolidated Schedule of Investments
  March 31, 2024

 

   Geographic  Acquisition             Percentage of 
Private Assets - 82.25% (continued)  Region(a)  Date   Cost    Fair Value    Net Assets 
Secondary Investments- 77.30%(b) (continued)                     
CD&R Fund VIII Wilsonart-A, L.P.(c)   North America  12/29/2023   $    $ 42,736‌    0.00‌%(f) 
CD&R Value Building Partners I, L.P.  North America  9/30/2023   111,010‌    196,371‌    0.02‌% 
Cerberus Institutional Partners, L.P. (Series Four)(d)(e)   North America  10/10/2023   29,423‌    20,306‌    0.00‌%(f) 
Charterhouse Capital Partners X, L.P.(c)(d)   Europe  9/28/2023   120,353‌    273,993‌    0.03‌% 
Clarity Partners, L.P.(c)   North America  3/28/2024   133,418‌    270,813‌    0.03‌% 
Clayton, Dubilier & Rice Fund IX (Credit), L.P.(c)   North America  9/30/2023   969‌    4,240‌    0.00‌%(f) 
Clayton, Dubilier & Rice Fund IX, L.P.(d)   North America  9/30/2023   259,345‌    303,479‌    0.03‌% 
Clayton, Dubilier & Rice Fund VIII, L.P.(c)(d)   North America  12/29/2023       44,049‌    0.00‌%(f) 
Clayton, Dubilier & Rice Fund X, L.P.(d)   North America  9/30/2023   491,116‌    607,297‌    0.06‌% 
Comvest Capital II, L.P.(c)(d)   North America  1/5/2024       57,866‌    0.01‌% 
CPE Private Equity L.P.(c)   Europe  3/28/2024   1,639,645‌    1,168,629‌    0.12‌% 
Crescent Special Situations Fund (Investor Group), L.P.(c)(d)(e)   North America  12/29/2023   101,906‌    171,522‌    0.02‌% 
Crestview Partners II, L.P.(d)   North America  1/15/2024   1,604,422‌    4,855,790‌    0.48‌% 
Crestview Partners, L.P.(c)(d)   North America  1/5/2024   1,085,714‌    1,202,760‌    0.12‌% 
CVC Capital Partners Asia Pacific III, L.P.(d)(e)   Europe  12/29/2023   67,027‌    140,287‌    0.01‌% 
CVC European Equity Partners III L.P.(c)(d)(e)   Europe  12/29/2023   242,455‌    466,415‌    0.05‌% 
CVC European Equity Partners IV, L.P.(c)(d)(e)   Europe  10/12/2023   47,803‌    55,413‌    0.01‌% 
CVC European Equity Partners V (C) L.P.(d)(e)   Europe  12/29/2023   940,324‌    1,014,385‌    0.10‌% 
Darwin Private Equity I LP(c)(d)   Europe  3/28/2024   113,528‌    185,375‌    0.02‌% 
DFW Capital Partners V, L.P.(d)   North America  4/1/2022   9,657,965‌    7,946,692‌    0.79‌% 
EnCap Energy Capital Fund IX-D, L.P.(d)(e)   North America  9/29/2023   16,621‌    46,456‌    0.00‌%(f) 
Energy Capital Partners Mezzanine Opportunities Fund, LP(c)(d)   North America  1/5/2024   491,908‌    515,079‌    0.05‌% 
Esprit Capital Fund No. 1 Limited Partnership(c)(d)(e)   Europe  10/16/2023   10,336‌    13,026‌    0.00‌% (f) 
Essex Woodlands Health Ventures Fund VI, L.P.(c)   North America  12/29/2023   1,042,535‌    282,095‌    0.03‌% 
Essex Woodlands Health Ventures Fund VII, L.P.(c)   North America  12/29/2023   168,775‌    162,210‌    0.02‌% 
Exponent Private Equity Partners, L.P.(c)(d)   Europe  3/28/2024   29,339‌    42,128‌    0.00‌%(f) 
Financial Technology Ventures II (Q), L.P.(c)   North America  12/29/2023   24,408‌    59,151‌    0.01‌% 
First Reserve Fund XI, L.P.(c)(e)   North America  10/10/2023   396‌    350‌    0.00‌%(f) 
Foundry Venture Capital 2007, L.P.(c)(d)   North America  3/28/2024   246,225‌    128,338‌    0.01‌% 
FTVentures III, L.P.(c)(d)   North America  12/29/2023   1,284,795‌    1,535,211‌    0.15‌% 
GenNx360 Capital Partners, L.P.(c)(d)   North America  12/29/2023   1,655,552‌    1,595,631‌    0.16‌% 
Green Equity Investors Side CF III-C, L.P.(c)(d)   North America  12/4/2023   20,669,202‌    25,270,100‌    2.50‌% 
Gryphon Partners 3.5, L.P.(c)(d)   North America  9/29/2023   51,558‌    39,772‌    0.00‌%(f) 
Gryphon Partners IV, L.P.(d)   North America  9/29/2023   170,373‌    322,472‌    0.03‌% 
GSO Capital Opportunities Overseas Fund(c)(d)(e)   North America  11/1/2023   4,298‌    6,501‌    0.00‌%(f) 
Hamilton Lane Co-Investment Fund II, L.P.(c)(d)(e)   North America  9/29/2023   104,726‌    208,443‌    0.02‌% 
Hildred Perennial Partners I, L.P.(c)(d)   North America  12/22/2023   22,826,087‌    31,160,128‌    3.09‌% 
Insight Partners Coinvestment Fund II(c)   North America  9/30/2023   745,715‌    760,861‌    0.08‌% 
Insight Partners Coinvestment Fund III(c)(d)   North America  9/30/2023   53,734‌    96,125‌    0.01‌% 
Insight Partners Continuation Fund II, L.P.(c)(d)   North America  3/31/2023   22,562,500‌    29,987,004‌    2.97‌% 
Insight Venture Partners VII, L.P.(c)(d)   North America  9/30/2023   1,504,872‌    1,574,239‌    0.16‌% 
Insight Venture Partners VIII, L.P.(c)(d)   North America  9/30/2023   1,597,012‌    2,293,614‌    0.23‌% 
Kayne Anderson Energy Fund VI, L.P.(e)   North America  10/3/2023   18,463‌    29,796‌    0.00‌%(f) 
Kelso Investment Associates VII, L.P.(c)(e)   North America  9/29/2023   1,520‌    2,168‌    0.00‌%(f) 
Kelso Investment Associates VIII, L.P.(c)(d)   North America  12/29/2023   539,371‌    84,323‌    0.01‌% 
KKR Americas Fund XII (EEA), L.P.(d)   North America  4/1/2022   6,181,116‌    6,834,340‌    0.68‌% 
KKR European Fund II, L.P.(c)   Europe  12/29/2023   121,224‌    144,713‌    0.01‌% 
KKR Indigo Equity Partners A L.P.(c)   North America  6/8/2022   880,180‌    879,089‌    0.09‌% 
KKR Indigo Equity Partners B L.P.(c)   North America  6/8/2022   12,500,000‌    12,492,022‌    1.24‌% 
KKR North America Fund XI, L.P.(d)   North America  4/1/2022   1,836,020‌    1,880,886‌    0.19‌% 
KRG Capital Fund IV, L.P.(c)(d)   North America  3/28/2024   731,219‌    618,999‌    0.06‌% 

 

See Notes to Consolidated Financial Statements.

Annual Report | March 31, 20247

 

 

Ares Private Markets Fund Consolidated Schedule of Investments
  March 31, 2024

 

   Geographic  Acquisition             Percentage of  
Private Assets - 82.25% (continued)  Region(a)  Date   Cost    Fair Value    Net Assets  
Secondary Investments- 77.30%(b) (continued)                      
Levine Leichtman Capital Partners IV, L.P.(c)(d)   North America  3/28/2024    $ 693,493‌     $ 475,203‌    0.05‌%  
Linden Opportunities Fund L.P.(c)(d)   North America  9/1/2022   8,485,370‌    8,436,263‌    0.84‌%  
Livingbridge 6 L.P.(d)   Europe  4/1/2022   16,448,482‌    25,515,506‌    2.53‌%  
Livingbridge Enterprise 2 L.P.(d)   Europe  4/1/2022   4,450,971‌    3,227,782‌    0.32‌%  
Lorient Peregrine Investment, L.P.(c)   North America  11/25/2022   10,066,631‌    10,004,847‌    0.99‌%  
Madison Dearborn Capital Partners VII, L.P.(d)   North America  4/1/2022   8,857,454‌    10,032,539‌    0.99‌%  
Medley Opportunity Fund II L.P.(c)(d)   North America  12/29/2023       110,774‌    0.01‌%  
Melody Capital Partners Onshore Credit Fund, L.P.  North America  12/29/2023   1,935,740‌    2,003,412‌    0.20‌%  
MHR Institutional Partners II- A, L.P.(c)   North America  1/12/2024   2,868,663‌    3,679,010‌    0.36‌%  
Mithras Capital Fund L.P.(c)(d)(e)   Europe  9/29/2023   28,243‌    45,561‌    0.00‌%(f) 
Mohr Davidow Ventures VIII, L.P.(c)(e)   North America  10/2/2023       42,467‌    0.00‌%(f) 
New Leaf Ventures I, L.P.(c)(e)   North America  9/29/2023   9,657‌    14,901‌    0.00‌%(f) 
New Mountain Partners V, L.P.(d)   North America  3/31/2023   15,004,258‌    18,615,106‌    1.84‌%  
North Haven Capital Partners W50 CV L.P.(c)(d)   North America  3/21/2024   12,503,700‌    12,956,794‌    1.28‌%  
North Texas Opportunity Fund, L.P.(c)   North America  3/28/2024   117,085‌    140,638‌    0.01‌%  
Pacific Equity Partners Fund IV, L.P.(c)(d)(e)   Rest of World  3/24/2024   2,278‌    2,865‌    0.00‌%(f) 
Pacific Equity Partners Supplementary Fund IV, L.P.(c)(d)(e)   Rest of World  12/29/2023   761‌    651‌    0.00‌%(f) 
Paddington Partners, L.P.(c)(d)   North America  1/10/2024   27,839,866‌    32,800,945‌    3.25‌%  
Permira V G.P. L.P.(d)   Europe  9/28/2023   213,373‌    519,167‌    0.05‌%  
Platinum Equity Capital Partners I(c)(d)   North America  12/29/2023       588,062‌    0.06‌%  
Platinum Equity Capital Partners IV, L.P.(d)   North America  6/30/2022   27,911,848‌    27,916,270‌    2.76‌%  
Polaris Venture Partners IV, L.P.(c)(d)(e)   North America  12/29/2023   208,730‌    109,030‌    0.01‌%  
Polaris Venture Partners V, L.P.(c)(d)(e)   North America  10/3/2023   990,567‌    1,286,564‌    0.13‌%  
Primus Pacific Partners 1 L.P.(c)   Rest of World  3/28/2024   3,602,071‌    2,051,787‌    0.20‌%  
Providence Equity Partners V L.P.(c)(d)   North America  12/29/2023   142,686‌    239,140‌    0.02‌%  
Providence Equity Partners VI L.P.(c)(d)   North America  12/29/2023   283,600‌    164,974‌    0.02‌%  
Providence Equity Partners VIII, L.P.(d)   North America  9/30/2023   940,542‌    1,137,650‌    0.11‌%  
Rader Reinfrank Investors, L.P.(c)(d)   North America  3/28/2024   39,924‌    41,148‌    0.00‌%(f) 
Sandler Capital Partners V, L.P.  North America  12/29/2023   1,258,309‌    1,294,402‌    0.13‌%  
Saybrook Corporate Opportunity Fund, L.P.(d)   North America  1/12/2024       164,709‌    0.02‌%  
Silver Cup Holdings V, L.P.(d)   North America  9/30/2023   1,166,233‌    1,891,223‌    0.19‌%  
Sixth Street Opportunities Partners III, L.P.(d)(e)   North America  10/12/2023   20,558‌    28,215‌    0.00‌%(f) 
Snow Phipps Group, L.P.(d)   North America  1/5/2024   2,271,390‌    4,150,559‌    0.41‌%  
Starwood Global Opportunity Fund VII-B, L.P.(c)   North America  3/28/2024   358,814‌    471,028‌    0.05‌%  
Summit Partners Credit Fund II, L.P.(c)(d)   North America  3/28/2024   2,201,851‌    2,374,577‌    0.24‌%  
Summit Partners Private Equity Fund VII-A, L.P.(c)(e)   North America  10/3/2023   85,311‌    78,795‌    0.01‌%  
Sycamore Partners III-A, L.P.(c)(d)   North America  12/29/2023   26,628,199‌    36,768,946‌    3.64‌%  
TH Lee Putnam Ventures Liquidation Trust(c)   North America  3/28/2024   231,105‌    324,972‌    0.03‌%  
The Sixth Cinven Fund(d)   Europe  6/26/2023   5,717,160‌    6,271,822‌    0.62‌%  
The Third Cinven Fund Trust(c)   Europe  1/3/2024   127,603‌    184,857‌    0.02‌%  
THL Fund IX Investors (Star II), L.P.  North America  9/29/2023   996,931‌    1,000,472‌    0.10‌%  
Thomas H. Lee Equity Fund VII, L.P.(c)(d)(e)   North America  9/29/2023   215,048‌    251,936‌    0.02‌%  
Thomas Weisel India Opportunity Fund, L.P.(c)(d)   North America  1/12/2024   1,351,986‌    1,441,409‌    0.14‌%  
Towerbrook TMX Continuation Fund, L.P.(d)   North America  6/13/2023   11,736,092‌    13,119,869‌    1.30‌%  
TPG Asia V, L.P.(d)   North America  12/29/2023   247,600‌    913,111‌    0.09‌%  
TPG Healthcare Partners, L.P.(d)   North America  9/30/2023   2,909,971‌    3,736,517‌    0.37‌%  
TPG Partners IV, L.P.(c)(d)   North America  9/30/2023   2,609‌    2,688‌    0.00‌%(f) 
TPG Partners V, L.P.(c)(d)   North America  12/29/2023   28,511‌    75,699‌    0.01‌%  
TPG Partners VI, L.P.(d)   North America  12/29/2023   926,291‌    1,799,725‌    0.18‌%  
TPG Partners VII, L.P.(d)   North America  4/1/2022   10,026,879‌    8,972,202‌    0.89‌%  
TPG Partners VIII, L.P.(d)   North America  12/29/2023   13,318,721‌    19,852,594‌    1.97‌%  
TPG Star, L.P.(d)   North America  9/30/2023   2,724,198‌    3,091,761‌    0.31‌%  

 

See Notes to Consolidated Financial Statements.

8www.areswmsresources.com

 

 

Ares Private Markets Fund Consolidated Schedule of Investments
  March 31, 2024

 

   Geographic  Acquisition             Percentage of 
Private Assets - 82.25% (continued)  Region(a)  Date   Cost    Fair Value    Net Assets 
Secondary Investments- 77.30%(b) (continued)                     
Trident IV, L.P.(c)(d)(e)   North America  10/2/2023  $4,380‌    $10,314‌    0.00‌%(f) 
Trilantic Capital Partners Prime (North America) L.P.(c)(d)   North America  12/29/2023   4,199,699‌    5,215,362‌    0.52‌% 
VantagePoint Venture Partners IV (Q), L.P.(c)   North America  3/28/2024   65,112‌    82,999‌    0.01‌% 
Vista Equity Partners V L.P.(d)   North America  4/1/2022   32,979,794‌    35,795,981‌    3.55‌% 
VPC Fund II, L.P.(c)(d)   North America  1/12/2024   1,066,115‌    1,040,789‌    0.10‌% 
Warburg Pincus Global Growth, L.P.(d)   North America  12/29/2023   25,882,590‌    32,182,196‌    3.19‌% 
Warburg Pincus Private Equity XII, L.P.  North America  12/29/2023   48,741,374‌    56,379,768‌    5.58‌% 
WE Strategic Partners SPE-A, L.P.(c)   North America  3/31/2023   24,180,000‌    26,158,960‌    2.59‌% 
Z Capital Partners II, L.P.(d)   North America  12/29/2023   19,602,110‌    18,528,823‌    1.83‌% 
Total Secondary Investments         643,067,982‌    780,529,381‌      
                      
Total Private Assets        $687,137,403‌    $830,440,875‌      
                      
Short-Term Investments - 19.04%  Shares               
Money Market Fund - 19.04%                     
Goldman Sachs Financial Square Government Fund, Institutional Class, 5.21%(g)   192,265,294   192,265,294    192,265,294    19.04% 
Total Money Market Fund         192,265,294    192,265,294      
                      
Total Short-Term Investments         $192,265,294    $192,265,294      
                      
Total Investments - 101.29%        $879,402,697‌     $1,022,706,169       
Liabilities in Excess of Other Assets - (1.29%)              (12,997,313‌)     
Net Assets - 100.00%              $1,009,708,856       

   

(a)In the case of Private Assets, geographic region generally refers to where the general partner is headquartered and may be different from where a Private Asset invests or operates.
(b)Investments have no redemption provisions, are issued in private placement transactions and are restricted as to resale. Total fair value of restricted securities amounts to $830,440,875, which represents approximately 82.25% of the Fund's net assets as of March 31, 2024.
(c)Non-income producing security.
(d)Additional capital has been committed but has not been fully funded by the Fund at March 31, 2024. See Note 3 for total unfunded investment commitments.
(e)Investment held by Ares Private Markets Fund-ND LLC and is not an asset securing the Credit Facility (as defined in Note 5). Refer to Note 5 for additional information.
(f)Rounds to less than 0.005%.
(g)The rate shown is the annualized 7-day yield as of March 31, 2024.

 

See Notes to Consolidated Financial Statements.

Annual Report | March 31, 20249

 

 

Ares Private Markets Fund Consolidated Statement of Assets and Liabilities
  March 31, 2024

 

ASSETS     
Private Assets, at fair value (Cost $687,137,403)  $830,440,875 
Short-term investments, at fair value (Cost $192,265,294)   192,265,294 
Cash   940,505 
Dividends receivable   945,957 
Due from Adviser   2,273,362 
Prepaid expenses and other assets   1,333,178 
Total assets   1,028,199,171 
      
LIABILITIES     
Payable for shares repurchased   362,261 
Administration and fund accounting fees payable   79,768 
Administrative reimbursement payable to the Adviser (Note 4)   589,830 
Transfer agent fees payable   46,376 
Distribution and shareholder servicing fee payable (Note 4)   662,497 
Advisory fee payable (Note 4)   3,087,316 
Incentive fee payable (Note 4)   2,434,518 
Credit facility fees payable   799,102 
Trustees fees and expenses payable   80,750 
Deferred tax liabilities   9,015,287 
Accrued expenses and other liabilities   1,332,610 
Total liabilities   18,490,315 
Commitments and contingencies (see Note 13)     
NET ASSETS  $1,009,708,856 
      
COMPOSITION OF NET ASSETS     
Paid-in capital  $905,065,738 
Distributable Earnings/(Losses)   104,643,118 
NET ASSETS  $1,009,708,856 
      
Net Assets Attributable to:     
      
Class I Shares  $597,824,790 
Class D Shares   11,317,252 
Class A Shares   400,566,814 
   $1,009,708,856 
Shares Outstanding:     
Class I Shares   19,552,879 
Class D Shares   371,607 
Class A Shares   13,200,464 
    33,124,950 
Net Asset Value per Share:     
Class I Shares  $30.57 
Class D Shares  $30.45 
Class A Shares  $30.34 

 

See Notes to Consolidated Financial Statements.

10www.areswmsresources.com

 

 

Ares Private Markets Fund Consolidated Statement of Operations
  For the Year Ended March 31, 2024

 

   For the 
   Year Ended 
   March 31, 2024 
INVESTMENT INCOME     
Dividend Income  $4,860,865 
Other Income   1,106 
Total investment income  $4,861,971 
      
EXPENSES     
Advisory fees (Note 4)  $7,444,901 
Administration and fund accounting fees   293,895 
Administrative reimbursement to the Adviser (Note 4)   1,791,122 
Transfer agent fees   93,143 
Distribution and shareholding servicing fee - Class A (Note 4)   787,138 
Distribution and shareholding servicing fee - Class D (Note 4)   13,442 
Professional fees   5,699,336 
Custodian fees   88,737 
Trustees' fees and expenses   325,526 
Interest expense   169,405 
Incentive fee (Note 4)   13,310,224 
Credit facility fees (Note 5)   1,002,581 
Other   738,585 
Total expenses   31,758,035 
Less fees reimbursed to Adviser (Note 4)   (3,061,953)
Net expenses   28,696,082 
NET INVESTMENT LOSS  $(23,834,111)
      
NET REALIZED GAIN/(LOSS) AND CHANGE IN UNREALIZED APPRECIATION/(DEPRECIATION) FROM PRIVATE     
ASSETS AND FOREIGN CURRENCY TRANSACTIONS     
Net realized gain from Private Assets   14,423,462 
Net realized loss from foreign currency transactions   (321,115)
Total net realized gain/(loss) from Private Assets and foreign currency   14,102,347 
      
Net change in unrealized appreciation/(depreciation) on Private Assets   114,538,593 
Net change in unrealized appreciation/(deprecation) in deferred tax liability   (8,756,740)
Net change in unrealized appreciation (depreciation), net of deferred taxes   105,781,853 
NET REALIZED GAIN/(LOSS) AND UNREALIZED APPRECIATION/(DEPRECIATION) ON PRIVATE ASSETS AND FOREIGN CURRENCY TRANSACTIONS   119,884,200 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $96,050,089 

 

See Notes to Consolidated Financial Statements.

Annual Report | March 31, 202411

 

 

Ares Private Markets Fund Consolidated Statements of Changes in Net Assets

 

       For the Period 
       April 1, 2022 
   For the   (Commencement of 
   Year Ended   Operations) to 
   March 31, 2024   March 31, 2023 
OPERATIONS          
Net investment loss  $(23,834,111)  $(3,436,437)
Net realized gain/(loss) from Private Assets and foreign currency   14,102,347    1,016,163 
Net change in unrealized appreciation/(depreciation) from Private Assets   105,781,853    28,366,329 
Net increase in net assets resulting from operations   96,050,089    25,946,055 
           
DISTRIBUTIONS          
Class I   (13,893,517)   (3,887,437)
Class D   (178,027)   (4,760)
Class A   (3,149)    
Net decrease in net assets from distributions   (14,074,693)   (3,892,197)
           
CAPITAL SHARE TRANSACTIONS          
Class I          
Proceeds from shares issued   223,836,065    291,598,691(a) 
Reinvestment of distributions   1,590,337    36,285 
Cost of shares repurchased   (993,622)    
Proceeds from Adviser contributions (Note 2)   332,197     
Net increase from capital share transactions   224,764,977    291,634,976 
Class D          
Proceeds from shares issued   8,731,136    1,540,000 
Reinvestment of distributions   87,473    430 
Proceeds from Adviser contributions (Note 2)   11,991     
Net increase from capital share transactions   8,830,600    1,540,430 
Class A          
Proceeds from shares issued   378,143,484     
Cost of shares repurchased   (55,322)    
Proceeds from Adviser contributions (Note 2)   720,457     
Net increase from capital share transactions   378,808,619     
           
Net increase in net assets from capital share transactions   612,404,196    293,175,406 
           
NET ASSETS          
Beginning of period (Note 1)   315,329,264    100,000 
End of period  $1,009,708,856   $315,329,264 

 

See Notes to Consolidated Financial Statements.

12www.areswmsresources.com

 

 

Ares Private Markets Fund Consolidated Statements of Changes in Net Assets

 

       For the Period 
       April 1, 2022 
   For the   (Commencement of 
   Year Ended   Operations) to 
   March 31, 2024   March 31, 2023 
Fund Share Transactions          
Class I          
Seed Shares (Note 1)       4,000 
Shares Sold   7,857,822    11,644,960 
Reinvestment of distributions   57,911    1,464 
Repurchase of shares   (33,452)    
Net increase in shares outstanding   7,882,281    11,650,424 
Class D          
Shares Sold   307,736    60,669 
Reinvestment of distributions   3,185    17 
Net increase in shares outstanding   310,921    60,686 
Class A          
Shares Sold   13,198,638     
Repurchase of shares   (1,826)    
Net increase in shares outstanding   13,196,812     

 

(a)Includes contribution in-kind in the amount of $120,355,474. See Note 1 for additional information.

 

See Notes to Consolidated Financial Statements.

Annual Report | March 31, 202413

 

 

Ares Private Markets Fund Consolidated Statement of Cash Flows
  For the Year Ended March 31, 2024
       

   For the Year Ended 
   March 31, 2024 
Cash Flows from Operating Activities:     
Net increase in net assets resulting from operations  $96,050,089 
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:     
Purchase of Private Assets   (477,474,659)
Distributions received from Private Assets   47,625,762 
Net purchases of short-term investments   (146,772,542)
Net realized gain from Private Assets   (14,423,462)
Net change in unrealized appreciation/(depreciation) on Private Assets   (114,538,593)
(Increase)/Decrease in Assets:     
Dividends receivable   (620,229)
Due from Adviser   (512,347)
Prepaid expenses and other assets   (566,180)
Increase/(Decrease) in Liabilities:     
Advisory fees payable   2,069,573 
Administration and fund accounting fees payable   49,663 
Transfer agent fees payable   23,981 
Distribution and shareholding servicing fee payable   661,749 
Trustees fees and expenses payable   16,378 
Administrative fee reimbursement payable to Adviser   240,262 
Credit facility fees payable   799,102 
Incentive fee payable   17,989 
Deferred Tax Liabilities   8,616,740 
Accrued expenses and other liabilities   985,465 
Net cash used in operating activities   (597,751,259)
      
Cash Flows from Financing Activities:     
Borrowings on credit facility   15,000,000 
Payments on credit facility   (15,000,000)
Proceeds from shares issued   610,710,685 
Payments for shares repurchased   (686,683)
Proceeds from Adviser contributions   1,064,645 
Distributions paid   (12,396,883)
Net cash provided by financing activities   598,691,764 
      
Cash & cash equivalents, beginning of year  $ 
Net change in cash & cash equivalents  $940,505 
Cash & cash equivalents, end of year  $940,505 
      
Supplemental disclosure of non-cash operating and financing activities:     
Reinvestment of distributions (Note 11)  $1,677,810 
Cash paid during the year for interest expense  $44,405 
Cash paid during the year for taxes  $140,000 

 

See Notes to Consolidated Financial Statements.

14www.areswmsresources.com

 

 

Ares Private Markets Fund - Class I Consolidated Financial Highlights
  For a Share Outstanding Throughout the Period Presented

 

       For the Period 
       April 1, 2022 
   For the Year   (Commencement 
   Ended   of operations) to 
   March 31, 2024   March 31, 2023 
NET ASSET VALUE, BEGINNING OF PERIOD  $26.93   $25.00 
           
INCOME FROM INVESTMENT OPERATIONS          
Net investment income (loss)(a)    (1.18)   (0.32)
Net realized and unrealized gain on investments   5.67    2.61 
Total income from investment operations   4.49    2.29 
           
DISTRIBUTIONS          
From net investment income        
From net realized gain on investments   (0.87)   (0.36)
Total distributions   (0.87)   (0.36)
           
Impact from Adviser contribution   0.02     
           
NET ASSET VALUE, END OF PERIOD  $30.57   $26.93 
           
TOTAL RETURN   17.10%(b)    9.27%(c) 
           
RATIOS AND SUPPLEMENTAL DATA          
Net assets, end of period (000's)  $597,825   $313,698 
           
RATIOS TO AVERAGE NET ASSETS          
Ratio of gross expenses to average net assets(d)    5.60%   4.66%(e) 
Ratio of expense waiver/reimbursements to average net assets   (0.59%)   (2.66%)(e) 
Ratio of net expenses to average net assets(d)    5.01%   (2.00%)(e) 
Net investment loss   (4.11%)   (1.26%)(e) 
           
SENIOR SECURITIES          
Total borrowings, end of period (000’s)       N/A(f) 
Asset coverage, end of period per $1,000       N/A(f) 
           
PORTFOLIO TURNOVER RATE   0%   0%

 

(a)Per share numbers have been calculated using the average shares method.
(b)The impact of the Adviser's contribution on Total Return at NAV was 0.08%.
(c)Total return is not annualized.
(d)If Incentive Fees had been excluded, the expense ratios would have decreased by 2.35% and 1.40%, for the year ended March 31, 2024 and the period from April 1, 2022 through March 31, 2023, respectively.
(e)The ratios do not include investment income or expenses of the Portfolio Funds (as defined in Note 1) in which the Fund invests. Organizational, offering expenses and Incentive Fees are not annualized.
(f)For the period ended March 31, 2023, the Fund did not issue any senior securities.

 

See Notes to Consolidated Financial Statements.

Annual Report | March 31, 202415

 

 

Ares Private Markets Fund - Class D Consolidated Financial Highlights
  For a Share Outstanding Throughout the Period Presented

 

       For the Period 
       September 1, 2022 
   For the Year   (Commencement 
   Ended   of operations) to 
   March 31, 2024   March 31, 2023 
NET ASSET VALUE, BEGINNING OF PERIOD  $26.87   $25.14 
           
INCOME FROM INVESTMENT OPERATIONS          
Net investment income (loss)(a)    (1.36)   (0.56)
Net realized and unrealized gain on investments   5.75    2.65 
Total income from investment operations   4.39    2.09 
           
DISTRIBUTIONS          
From net investment income        
From net realized gain on investments   (0.87)   (0.36)
Total distributions   (0.87)   (0.36)
           
Impact from Adviser contribution   0.06     
           
NET ASSET VALUE, END OF PERIOD  $30.45   $26.87 
           
TOTAL RETURN   16.92%(b)    8.45%(c) 
           
RATIOS AND SUPPLEMENTAL DATA          
Net assets, end of period (000's)  $11,317   $1,631 
           
RATIOS TO AVERAGE NET ASSETS          
Ratio of gross expenses to average net assets(d)    6.18%   4.12%(e)(f) 
Ratio of expense waiver/reimbursements to average net assets   (0.54%)   (1.49%)(e)(f) 
Ratio of net expenses to average net assets(d)    5.64%   2.63%(e)(f) 
Net investment loss   (4.71%)   (2.16%)(e)(f) 
           
SENIOR SECURITIES          
Total borrowings, end of period (000’s)       N/A(g) 
Asset coverage, end of period per $1,000       N/A(g) 
           
PORTFOLIO TURNOVER RATE   0%   0%

 

(a)Per share numbers have been calculated using the average shares method.
(b)The impact of the Adviser's contribution on Total Return at NAV was 0.23%.
(c)Total return is not annualized.
(d)If Incentive Fees had been excluded, the expense ratios would have decreased by 2.66% and 1.40%, for the year ended March 31, 2024 and the period from April 1, 2022 through March 31, 2023, respectively.
(e)Annualized.
(f)The ratios do not include investment income or expenses of the Portfolio Funds (as defined in Note 1) in which the Fund invests. Organizational, offering expenses and Incentive Fees are not annualized.
(g)For the period ended March 31, 2023, the Fund did not issue any senior securities.

 

See Notes to Consolidated Financial Statements.

16www.areswmsresources.com

 

 

Ares Private Markets Fund - Class A Consolidated Financial Highlights
  For a Share Outstanding Throughout the Period Presented

 

   For the Period 
   August 1, 2023 
   (Commencement 
   of operations) to 
   March 31, 2024 
NET ASSET VALUE, BEGINNING OF PERIOD  $26.97 
      
INCOME FROM INVESTMENT OPERATIONS     
Net investment income (loss)(a)    (1.26)
Net realized and unrealized gain on investments   5.35 
Total income from investment operations   4.09 
      
DISTRIBUTIONS     
From net investment income    
From net realized gain on investments   (0.87)
Total distributions   (0.87)
      
Impact from Adviser contribution   0.15 
      
NET ASSET VALUE, END OF PERIOD  $30.34 
      
TOTAL RETURN   16.05% (b)(c) 
      
RATIOS AND SUPPLEMENTAL DATA     
Net assets, end of period (000's)  $400,567 
      
RATIOS TO AVERAGE NET ASSETS     
Ratio of gross expenses to average net assets(d)    7.80%(e) 
Ratio of expense waiver/reimbursements to average net assets   (0.51%)(e) 
Ratio of net expenses to average net assets   7.29%(e) 
Net investment loss   (6.28%)(e) 
      
SENIOR SECURITIES     
Total borrowings, end of period (000’s)    
Asset coverage, end of period per $1,000    
      
PORTFOLIO TURNOVER RATE   0%

 

(a)Per share numbers have been calculated using the average shares method.
(b)Total return is not annualized.
(c)The impact of the Adviser's contribution on Total Return at NAV was 0.57%.
(d)If Incentive Fees had been excluded, the expense ratios would have decreased by 3.26%.
(e)Annualized.

 

See Notes to Consolidated Financial Statements.

Annual Report | March 31, 202417

 

 

Ares Private Markets Fund Notes to Consolidated Financial Statements
  March 31, 2024

 

1. ORGANIZATION

 

Ares Private Markets Fund (the “Fund”) was organized as a Delaware statutory trust on July 28, 2021 and commenced operations on April 1, 2022. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified, management investment company. The Fund currently offers three separate classes of shares of beneficial interest designated as Class A, Class D, and Class I shares (“Shares”). Each class of Shares is subject to different fees and expenses. The Fund’s investment objective is to seek attractive long-term capital appreciation. In pursuing its investment objective, the Fund invests in an actively managed portfolio of private equity and other private assets (collectively, “Private Assets”). The Fund may gain access to Private Assets through a number of different approaches, including: (i) secondary purchases of interests in private equity and other private asset funds managed by unaffiliated asset managers (“Portfolio Funds”), including through privately negotiated transactions, from investors in a Portfolio Fund or directly from the Portfolio Fund (“Secondary Investments”); (ii) primary investments in Portfolio Funds (“Primary Investments”); and (iii) direct investments in the equity or debt of private companies, including investments alongside private equity firms (“Direct Investments/Co-Investments”). The Fund invests principally in Secondary Investments and, to a lesser degree, in Primary Investments and Direct Investments/Co-Investments, although the allocation among those types of investments may vary from time to time. The Fund may also invest a portion of its assets in a portfolio of liquid assets, including cash and cash equivalents, and may invest in liquid fixed-income securities and other credit instruments, and other investment companies, including exchange traded funds.

 

For the period from July 28, 2021 to April 1, 2022, the Fund had no operations, except for matters relating to the Fund’s organization, the registration of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), and the sale and issuance of 4,000 Class I shares to Ares Investment Holdings LLC, an affiliate of the Adviser, at an initial net asset value of $25.00 per share on March 1, 2022 for a total of $100,000. On April 1, 2022, the Fund received a cash contribution of $75,000,000 from Ares Management Corporation, for which it received 3,000,000 Class I Shares, as well as cash contributions of $63,943,209 and an in-kind contribution of limited partnership interests, with a fair value of $120,355,474, from two other financial institutions (collectively, the “Seed Investors") for which the Seed Investors received 7,371,948 Class I Shares.

 

Ares Capital Management II LLC (the “Adviser”), a wholly owned subsidiary of Ares Management Corporation, is responsible for the day-to-day management of the Fund’s assets. Investments in the Fund may be made only by eligible investors that are both “accredited investors” as defined in Section 501(a) of Regulation D under the Securities Act and “qualified clients” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Fund is considered an investment company and therefore applies the guidance of ASC Topic 946, Financial Services - Investment Companies. The consolidated financial statements reflect all adjustments and reclassifications, which, in the opinion of management, are necessary for the fair presentation of the results of operations and financial condition as of and for the periods presented. All intercompany balances and transactions have been eliminated. The following is a summary of significant accounting policies used in preparing the consolidated financial statements.

 

Consolidation of Subsidiaries – The consolidated financial statements of the Fund include Ares Landmark Private Markets Fund-D, LLC, Ares Landmark Private Markets Fund-D Blocker, LLC (the "Sub-Fund"), Ares Private Markets Fund Blocker, LLC, and Ares Private Markets Fund-ND LLC all wholly- owned subsidiaries of the Fund. As of March 31, 2024, the total value of Portfolio Funds held by the subsidiaries was $825,548,639, $0, $0, and $4,892,236, respectively, or approximately 81.8%, 0.0%, 0.0%, and 0.5%, respectively, of the Fund’s net assets.

 

Use of Estimates – The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The Fund believes that these estimates utilized in preparing the financial statements are reasonable and prudent; however, actual results could differ from these estimates.

 

Income Taxes – The Fund has elected to be treated for U.S. federal income tax purposes, and intends to continue to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

 

The Fund recognizes the tax benefits of uncertain tax positions only where the position is "more likely than not" to be sustained assuming examination by tax authorities in accordance with the FASB ASC Topic 740, Accounting for Uncertainty in Income Taxes. Management has analyzed the Fund's tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken on returns filed for the open tax year ended September 30, 2022 or expected to be taken in the Fund's September 30, 2023 tax return. The Fund identifies its major tax jurisdictions as U.S. Federal and foreign jurisdictions where the Fund makes significant investments. However, the Fund is not aware of any uncertain tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

18www.areswmsresources.com

 

 

Ares Private Markets Fund Notes to Consolidated Financial Statements
  March 31, 2024

 

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

 

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

 

Cash – Cash consists of monies held in a non-interest bearing account at UMB Bank, N.A. Such amounts, at times, may exceed federally insured limits. The Fund has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such accounts. There are no restrictions on the cash held by the Fund.

 

Valuation – The Fund values its investments monthly at fair value consistent with the principles of ASC Topic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10"). The Fund has formal valuation policies and procedures (the “Valuation Procedures”), which have been approved by the Fund's Board of Trustees (the "Board"). The Adviser was designated as the Valuation Designee (the "Valuation Designee") for the Fund pursuant to Rule 2a-5 under the 1940 Act. The Adviser’s valuation team is responsible for monitoring developments that may impact fair valued securities. The Fund uses net asset value (“NAV”) as a practical expedient to determine the fair value of its investments in Portfolio Funds. Ordinarily, the fair value of a Portfolio Fund held by the Fund is based on the NAV of that Portfolio Fund reported by its investment manager. If the Adviser determines that the most recent NAV reported by the investment manager of a Portfolio Fund does not represent the fair value or if the investment manager of a Portfolio Fund fails to report a NAV to the Fund, a fair value determination is made by the Adviser with oversight from the Board in accordance with the Fund’s valuation procedures. This includes adjusting the previous NAV provided by an investment manager with other relevant information available at the time the Fund values its portfolio, including capital activity and events occurring between the reference dates of the investment manager’s valuation and the relevant valuation date, to the extent that the Adviser is aware of such information. For investments that do not have readily determinable fair values and for which it is not possible to use NAV as a practical expedient, the Adviser will review and value such investments using one or more of the following types of analyses:

 

Market comparable statistics and public trading multiples discounted for illiquidity, minority ownership and/or other factors for investments with similar characteristics.
Discounted cash flow analysis, including a terminal value or exit multiple.
The cost of the investment, if the cost is determined to best approximate the fair value of the investment.
Valuations implied by third-party investment in similar assets or issuers.

 

Short-term Investments – Short-term investments represent investments in money market instruments and money market mutual funds, and are recorded at NAV per share which approximates fair value. Money market instruments are high quality, short-term fixed-income obligations, which generally have remaining maturities of one year or less and may include U.S. Government securities, commercial paper, certificates of deposit and bankers’ acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements. There are no restrictions on the short-term investments held by the Fund.

 

Income Recognition and Expenses – Income is recognized on an accrual basis as earned. Expenses are recognized on an accrual basis as incurred. Distributions from Portfolio Funds occur at irregular intervals and the exact timing of the distributions cannot be determined. The classification of distributions received, including return of capital, realized gains and dividend income, is based on information received from the investment manager of the Portfolio Fund. The change in unrealized appreciation on investments and foreign currency translation within the Consolidated Statement of Operations includes the Fund's share of unrealized gains and losses, realized undistributed gains and losses and the undistributed net investment income or loss on investments for the relevant period.

 

Shareholders’ Allocation – The Fund currently offers Class A, Class D and Class I shares (See Note 6). Realized and unrealized gains and losses and net investment income, excluding class specific expenses, if any, are allocated to each class of common share based upon the relative proportion of net assets of each class. Differences in per share distributions by class are generally due to differences in class specific expenses.

Annual Report | March 31, 202419

 

 

Ares Private Markets Fund Notes to Consolidated Financial Statements
  March 31, 2024

 

Dividends and Distributions – Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

 

Proceeds from Adviser Contributions - As of March 31, 2024, the Fund will be reimbursed $1,064,645 from the Adviser as a result of a NAV error which is included in Due from Adviser on the Consolidated Statement of Assets and Liabilities. The error occurred from December 31, 2023 through February 29, 2024.

 

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

 

Recently Issued Accounting Pronouncements – In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires disclosure of disaggregated income taxes paid in both U.S. and foreign jurisdictions, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and the amendments in this update should be applied on a prospective basis, though retrospective adoption is permitted. The Adviser is currently evaluating the impact of this guidance on the Fund's consolidated financial statements.

 

3. FAIR VALUE MEASUREMENTS

 

The Fund follows the provisions of ASC 820-10, which among other matters, requires enhanced disclosures about investments that are measured and reported at fair value. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosure of fair value measurements. ASC 820-10 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Fund to assume that the portfolio investment is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820-10, the Fund has considered its principal market as the market in which the Fund exits its portfolio investments with the greatest volume and level of activity. ASC 820-10 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. In accordance with ASC 820-10, these inputs are summarized in the three broad levels listed below:

 

The three-tier hierarchy of inputs is summarized below:

 

-Level 1 – Inputs that reflect unadjusted quoted prices in active markets for identical financial instruments that the reporting entity has the ability to access at the measurement date.

 

-Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the financial instrument, either directly or indirectly. Level 2 inputs also include quoted prices for similar assets and liabilities in active markets, and quoted prices for identical or similar assets and liabilities in markets that are not active.

 

-Level 3 – Significant unobservable inputs for the financial instrument (including management’s own assumptions in determining the fair value of investments).

 

Investments in Portfolio Funds are recorded at fair value, using the Portfolio Funds’ net asset value as a “practical expedient,” in accordance with ASC 820-10.

 

Investments in Portfolio Funds generally are restricted securities that are subject to substantial holding periods and are not traded in public markets. Accordingly, the Fund may not be able to resell or realize some of its investments for extended periods, which may be several years. The types of Portfolio Funds that the Fund may make investments in include Primary and Secondary Investments.

20www.areswmsresources.com

 

 

Ares Private Markets Fund Notes to Consolidated Financial Statements
  March 31, 2024

 

The fair value relating to certain underlying investments of these Portfolio Funds, for which there is no public market, has been estimated by the respective Portfolio Funds’ management and is based upon available information in the absence of readily ascertainable fair values and does not necessarily represent amounts that might ultimately be realized. Due to the inherent uncertainty of valuation, those estimated fair values may differ significantly from the values that would have been used had a public market for the investments existed. These differences could be material.

 

The Fund may also make Direct Investments/Co-Investments, which may include debt and/or equity securities issued by operating companies and are typically made as investments alongside a private equity fund.

 

The following table is a summary of information about the levels within the fair valuation hierarchy at which the Fund’s investments are measured as of March 31, 2024:

 

Investments in Securities at Value  Level 1   Level 2   Level 3   Total 
Short-Term Investments  $192,265,294   $   $   $192,265,294 
Total  $192,265,294   $   $   $192,265,294 

 

The Fund held Portfolio Funds with a fair value of $830,440,875, that in accordance with ASC 820-10, are excluded from the fair value hierarchy as of March 31, 2024, as investments in Portfolio Funds valued at net asset value, as a "practical expedient", are not required to be included in the fair value hierarchy.

 

A listing of Private Asset types held by the Fund and related attributes, as of March 31, 2024, are shown in the below table:

 

Investment         Unfunded   Redemption  Notice Period  Redemption
Category  Investment Strategy  Fair Value   Commitments   Frequency*  (In Days)  Restrictions Terms**
Direct Investments/ Co-Investments  Investments in an operating company alongside other investors  $18,306,195   $   None  N/A  Liquidity in the form of distributions from Private Asset investments
Primary Investments  Investments in newly established Portfolio Funds   31,605,299    48,776,236   None  N/A  Liquidity in the form of distributions from Private Asset investments
Secondary Investments  Investments in existing Portfolio Funds that are typically acquired in privately negotiated transactions   780,529,381    193,054,759   None  N/A  Liquidity in the form of distributions from Private Asset investments
Totals     $830,440,875   $241,830,995          

 

*The information summarized in the table above represents the general terms for the specified investment type. Individual Private Asset investments may have terms that are more or less restrictive than those terms indicated for the investment type as a whole. In addition, most Private Asset investments have the flexibility, as provided for in their constituent documents, to modify and waive such terms.
**Distributions from Private Asset investments occur at irregular intervals, and the exact timing of distributions from Private Asset investments cannot be determined. It is estimated that distributions will generally occur over the life of the Private Asset investments.

 

4. INVESTMENT ADVISORY SERVICES AND OTHER AGREEMENTS

 

Advisory Agreement

 

In consideration of the advisory services provided by the Adviser, the Fund pays the Adviser a quarterly advisory fee at an annual rate of 1.40% based on the value of the Fund’s Managed Assets (as defined below) calculated and accrued monthly as of the last business day of each month (the “Advisory Fee”). “Managed Assets” means the total assets of the Fund (including any assets attributable to any borrowings or other indebtedness or preferred shares that may be issued) minus the Fund’s liabilities, other than liabilities relating to borrowings or other indebtedness. For purposes of determining the Advisory Fee payable to the Adviser, the value of the Fund's Managed Assets is calculated prior to the inclusion of the Advisory Fee and Incentive Fee (as defined below), if any, payable to the Adviser or to any purchases or repurchases of Shares of the Fund or any distributions by the Fund. The Advisory Fee is payable in arrears within 5 business days after the completion of the net asset value computation for the quarter. The Fund bears all other costs and expenses of its operations and transactions as set forth in its investment advisory and management agreement with the Adviser (the "Investment Advisory and Management Agreement"). For the year ended March 31, 2024, the Fund incurred Advisory Fees of $7,444,901, of which $3,087,316 is payable as of March 31, 2024.

Annual Report | March 31, 202421

 

 

Ares Private Markets Fund Notes to Consolidated Financial Statements
  March 31, 2024

 

Incentive Fee

 

Pursuant to the Investment Advisory and Management Agreement, at the end of each calendar quarter, the Adviser is entitled to receive an incentive fee equal to 12.5% of the difference, if positive, between (i) the net profits of the Fund for the relevant period and (ii) the balance, if any, of the Loss Recovery Account (as defined below) at the start of the relevant period (the “Incentive Fee”). For the purposes of the Incentive Fee, the term “net profits” means (i) the amount by which the net asset value of the Fund on the last day of the relevant period exceeds the net asset value of the Fund as of the commencement of the same period, including any net change in unrealized appreciation or depreciation of investments and realized income and gains or losses and expenses (including offering and organizational expenses) plus (ii) the aggregate distributions accrued during the period. For the year ended March 31, 2024, the Fund incurred Incentive Fees of $13,310,224, of which $2,434,518 is payable as of March 31, 2024.

 

Loss Recovery Account

 

The Fund maintains a memorandum account (the "Loss Recovery Account"), which had an initial balance of zero and is (i) increased upon the close of each calendar quarter of the Fund by the amount of the net losses of the Fund for the quarter, and (ii) decreased (but not below zero) upon the close of each calendar quarter by the amount of the net profits of the Fund for the quarter. Net losses are defined as the amount by which the net asset value of the Fund on the last day of the relevant period is less than the net asset value of the Fund as of the commencement of the same period, including any net change in unrealized appreciation or depreciation of investments and realized income and gains or losses and expenses (including offering and organizational expenses). For the avoidance of doubt, any change in the net asset value of the Fund directly as a result of subscriptions or redemptions during each measurement period is not included for the purposes of "net profits" or "net losses" calculations. Prior to September 26, 2023, the Loss Recovery Account was permitted to be reset on a trailing four-quarter measurement period, with such measurement period commencing at the conclusion of the first calendar quarter of the Fund's operations (i.e., June 30, 2022). As a result, the only reset of the Loss Recovery Account occurred on June 30, 2023. This reset had no impact on the Loss Recovery Account, as the Loss Recovery Account had no balance as of June 30, 2023. The Loss Recovery Account has not and will not be reset after July 1, 2023.

 

Services Provided by the Adviser and its Affiliates

 

The services of all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory and management services, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Adviser.

 

In addition to the fees and expenses to be paid by the Fund under the Investment Advisory and Management Agreement, the Adviser and its affiliates are entitled to reimbursement by the Fund of the Adviser's and its affiliates' cost of providing the Fund with certain non-advisory services. If persons associated with the Adviser or any of its affiliates, including persons who are officers of the Fund, provide accounting, legal, clerical, compliance or administrative and similar oversight services to the Fund at the request of the Fund, the Fund will reimburse the Adviser and its affiliates for their costs in providing such accounting, legal, clerical, compliance or administrative and similar oversight services to the Fund (which costs may include an allocation of overhead including rent and the allocable portion of the compensation and benefits of the relevant persons and their respective staffs, including travel expenses), using a methodology for determining costs approved by the Board. For the year ended March 31, 2024, the Fund incurred costs for such services in the amount of $1,791,122, which is reflected in the Consolidated Statement of Operations.

 

Expense Limitation Agreement

 

Pursuant to an Expense Limitation Agreement with the Fund, the Adviser has agreed to waive fees that it would otherwise be paid, and/or reimburse the Fund, if required to ensure that annual operating expenses (excluding (i) the Advisory Fee; (ii) the Incentive Fee; (iii) any Distribution and Servicing Fee; (iv) all fees and expenses of Portfolio Funds and Direct Investments in which the Fund invests (including all acquired fund fees and expenses); (v) transactional costs associated with consummated and unconsummated transactions, including legal costs and brokerage commissions, associated with the acquisition, disposition and maintenance of investments in Portfolio Funds, Direct Investments, exchange-traded funds and other investments; (vi) interest; (vii) taxes; (viii) brokerage commissions; (ix) dividend and interest expenses relating to short sales; and (x) extraordinary expenses (expenses resulting from events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence)) do not exceed 0.30% per annum of the average monthly net assets of each class of the Fund's Shares. With respect to each class of Shares, the Fund had agreed to repay the Adviser any fees waived under the Expense Limitation Agreement or any expenses the Adviser reimburses in excess of the Expense Limitation Agreement for such class of Shares, provided the repayments do not cause annual operating expenses for that class of Shares to exceed the expense limitation in place at the time the fees were waived and/or the expenses were reimbursed, or the expense limitation in place at the time the Fund repays the Adviser, whichever is lower. Any such repayments must be made within three years after the year in which the Adviser incurred the expense. The Expense Limitation Agreement has a term ending on July 31, 2025, and the Adviser may extend the term for a period of one year on an annual basis, subject to the approval of the Board, including a majority of the members of the Board that are not “interested persons” (as defined in the 1940 Act) of the Fund (“Independent Trustees”).

22www.areswmsresources.com

 

 

Ares Private Markets Fund Notes to Consolidated Financial Statements
  March 31, 2024

 

For the year ended March 31, 2024, the Adviser reimbursed expenses in the amount of $3,061,953, which is reflected in fees waived and reimbursed on the Consolidated Statement of Operations, which are subject for recoupment. At March 31, 2024, the amounts outlined below are available for recoupment:

 

Expiration Period        
Less than 1 year  $  
1-2 years  $4,096,629 
2-3 years  $3,061,953 
Total  $7,158,582 

 

Trustee Fees

 

Each Independent Trustee is paid an annual retainer of $62,000. In addition, the Fund pays an additional annual fee of $8,000 to the Chairperson of the Audit Committee and an additional annual fee of $5,000 for the Chairperson of the Nominating and Governance Committee. For the year ended March 31, 2024, the Fund incurred Trustee fees and expenses in the amount of $325,526 which are reflected in Trustees' fees and expenses in the Consolidated Statement of Operations.

 

The Fund's officers are appointed by the Trustees and oversee the management of the day-to-day operations of the Fund under the supervision of the Board. All of the officers of the Fund are directors, officers or employees of the Adviser or its affiliates. Certain of the Trustees and officers of the Fund are also directors and officers of other investment companies managed or advised by the Adviser or its affiliates.

 

Administration Agreement

 

ALPS Fund Services, Inc. ("ALPS") serves as administrator to the Fund. Under an Administration and Fund Accounting Agreement with the Fund, ALPS is responsible for calculating the net asset value of the Fund and its Managed Assets, as well as providing additional fund accounting and fund administration services to the Fund.

 

Transfer Agent Agreement

 

DST Asset Manager Solutions, Inc. ("DST") serves as the transfer agent to the Fund. Under the Services Agreement with the Fund, DST is responsible for maintaining all shareholder records of the Fund.

 

ALPS and DST are wholly-owned subsidiaries of SS&C Technologies Holdings, Inc., a publicly traded company listed on the NASDAQ Global Select Market.

 

Distribution Agreement

 

Ares Wealth Management Solutions, LLC ("AWMS"), an affiliate of the Adviser, acts as distributor for the Shares. Under a Distribution Agreement with the Fund, AWMS pays its own costs and expenses connected with the offering of Shares. Class A and Class D Shares are subject to an ongoing distribution and shareholder servicing fee (the "Distribution and Servicing Fee") to compensate financial industry professionals for distribution-related expenses, if applicable, and providing ongoing services in respect of shareholders who own Class A or Class D Shares of the Fund. Class A Shares and Class D Shares pay a Distribution and Servicing Fee to AWMS at an annual rate of 0.85% and 0.25%, respectively, based on the aggregate net assets of the Fund attributable to such class. For purposes of determining the Distribution and Servicing Fee, net asset value will be calculated prior to any reduction for any fees and expenses, including, without limitation, the Distribution and Servicing Fee payable for shareholder servicing. Class I Shares are not subject to a Distribution and Servicing Fee. For the year ended March 31, 2024, Class D Shares incurred Distribution and Servicing Fees of $13,442, and Class A Shares incurred Distribution and Servicing Fees of $787,138, which are reflected in Distribution and shareholder servicing fees - Class D and Distribution and shareholder servicing fees - Class A, on the Consolidated Statement of Operations, respectively.

 

Investments in Class A Shares are sold subject to a sales charge of up to 3.50% of the investment. Class D and Class I Shares are not subject to a sales charge. A 2.00% early repurchase fee may be charged by the Fund with respect to any repurchase of shares from a shareholder at any time prior to the day immediately preceding the one-year anniversary of the shareholder's purchase of the shares. The Fund operates under an "opt-out" dividend reinvestment plan, pursuant to which the Fund's distributions, net of any applicable U.S. withholding tax, are reinvested in the same class of Shares of the Fund held by the shareholder unless the investor elects to receive its distribution in cash.

 

Custodian Agreement

 

UMB Bank, N.A. ("UMB"), serves as custodian to the Fund. Under a Custody Agreement with the Fund, UMB is responsible for the holding and safekeeping of the Fund's assets.

Annual Report | March 31, 202423

 

 

Ares Private Markets Fund Notes to Consolidated Financial Statements
  March 31, 2024

 

5. REVOLVING CREDIT FACILITY

 

The Fund has a revolving credit agreement, as amended from time to time (the “Credit Facility”), with Barclays Bank PLC, UBS AG, and Mizuho Bank, Ltd. (collectively, the "Lender") that can be increased with the consent of the Lender with at least 12 business days prior notice. The original agreement with the Lender permitted borrowings up to $1,000,000. Effective April 5, 2023, the Credit Facility's permitted borrowings were increased to $40,000,000. Effective March 6, 2024, the Credit Facility's permitted borrowings were increased to $550,000,000. As of March 31, 2024, the maximum permitted borrowings were $550,000,000 with a maturity date of April 22, 2027. The purpose of the Credit Facility is to provide working capital to the Fund to manage its liquidity needs, including acting as warehouse financing for the Fund’s acquisition of Private Assets. The Credit Facility has an interest rate equal to the secured overnight financing rate plus 3.00%, per annum and a commitment fee that varies depending on the amount outstanding. The Credit Facility is secured by assets of Ares Private Markets Fund-D LLC. For the year ended March 31, 2024, the Fund incurred upfront and unused fees of $1,002,581, which is reflected in Credit facility fees on the Consolidated Statement of Operations. For the year ended March 31, 2024, the Fund incurred interest expense of $169,405, which is reflected in Interest expense on the Consolidated Statement of Operations. During the period the Credit Facility was utilized, the weighted average interest rate and the average daily loan balance under the Credit Facility was 8.20% and $15,000,000, respectively.

 

The Credit Facility contains various affirmative and negative covenants and provisions regarding events of default that are applicable to the Fund, which are normal and customary for similar credit facilities. As of March 31, 2024, the Fund was in compliance with all financial covenants of the Credit Facility.

 

6. PURCHASE OF SHARES

 

The Fund accepts initial and additional purchases of Shares as of the first business day of each calendar month at the Fund’s then-current net asset value per Share of each respective share class (determined as of the close of business on the last business day of the immediately preceding month). The minimum initial investment in the Fund by any investor is $25,000 with respect to Class A Shares and Class D Shares, and $1,000,000 with respect to Class I Shares. With respect to Class I shares, the Board has approved a minimum initial investment of $25,000 for Trustees of the Fund and employees of Ares and vehicles controlled by such employees. The minimum additional investment in the Fund by any investor is $5,000, except for additional purchases pursuant to the dividend reinvestment plan. Class A Shares are sold at the public offering price, which is the net asset value of a Class A Share plus an initial maximum 3.50% sales charge. Class D Shares and Class I Shares are not subject to any initial sales charge. The Fund reserves the right to reject any subscription for Shares.

 

7. REPURCHASE OF SHARES

 

The Fund expects to conduct repurchase offers quarterly pursuant to written tenders to shareholders. The Adviser recommends to the Board that, under normal market circumstances, the Fund conduct repurchase offers of no more than 5% of the Fund’s net assets on a quarterly basis. A shareholder who tenders some but not all of its Shares for repurchase will be required to maintain a minimum account balance of $10,000. Such minimum ownership requirement may be waived by the Board, in its sole discretion. If such requirement is not waived by the Board, the Fund may redeem all of the shareholder’s Shares. To the extent a shareholder seeks to tender all of the Shares they own and the Fund repurchases less than the full amount of Shares that the shareholder requests to have repurchased, the shareholder may maintain a balance of Shares of less than $10,000 following such Share repurchase.

 

A 2.00% of NAV early repurchase fee will be charged by the Fund with respect to any repurchase of Shares from a shareholder at any time prior to the day immediately preceding the one-year anniversary of the shareholder’s purchase of the Shares. An early repurchase fee payable by a shareholder may be waived by the Fund in circumstances where the Board determines that doing so is in the best interests of the Fund. To the extent the Fund determines to waive, impose scheduled variations of, or eliminate an early repurchase fee, it will do so consistently with the requirements of Rule 22d-1 under the 1940 Act, and the Fund’s waiver of, scheduled variation in, or elimination of, the early repurchase fee will apply uniformly to all shareholders regardless of Share class. There can be no assurance that the Fund will conduct repurchase offers in any particular period and shareholders may be unable to tender Shares for repurchase for an indefinite period of time. During the year ended March 31, 2024, 35,278 shares were tendered, all of which were repurchased by the Fund.

 

8. INVESTMENT TRANSACTIONS

 

Total purchases of Private Asset investments (excluding short-term investments) for the year ended March 31, 2024 amounted to $477,474,659. Total proceeds from the sale, redemption, or other disposition of Private Asset investments (excluding short-term investments) for the year ended March 31, 2024 amounted to 47,625,762.

24www.areswmsresources.com

 

 

Ares Private Markets Fund Notes to Consolidated Financial Statements
  March 31, 2024

 

9. FEDERAL AND OTHER TAX INFORMATION

 

The Fund intends to distribute all or substantially all of its taxable income to shareholders and to comply with the other requirements of Subchapter M of the Code, applicable to RICs. Accordingly, no provision for U.S. federal income taxes is required. If the Fund were to fail to meet the requirements of Subchapter M to qualify as a RIC, and if the Fund were ineligible to or otherwise unable to cure such failure, the Fund would be subject to tax on its taxable income at corporate rates, whether or not distributed to shareholders, and all distributions out of earnings and profits would be taxable to shareholders as ordinary income. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before re-qualifying as a RIC under Subchapter M. The Fund intends to comply with the requirements under Subchapter M and to distribute substantially all of its taxable income and gains to shareholders and to meet certain diversification and income requirements with respect to its underlying investments. The Fund has adopted September 30 as its tax year end. Differences arise in the computation of shareholders’ capital for financial reporting in accordance with U.S. GAAP and shareholders’ capital for federal and state income tax reporting. These differences are primarily due to the fact that change in unrealized gains and losses are allocated for financial reporting purposes and are not allocated for federal and state income tax reporting purposes. The cost of the underlying investments for federal income tax purposes is based on amounts reported to the Fund on Schedule K-1 from the underlying investments.

 

In accounting for income taxes, the Fund follows the guidance in FASB ASC Codification 740, Accounting for Uncertainty in Income Taxes (“ASC 740”). ASC 740 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the consolidated financial statements. Management evaluates the tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained upon examination by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold that would result in a tax benefit or expense to the Fund would be recorded as a tax benefit or expense in the current year. The Fund has not recognized any tax liability for unrecognized tax benefits or expenses. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Consolidated Statement of Operations. During the year ended March 31, 2024, the Fund did not incur any interest or penalties.

 

The Sub-Fund is taxed as a regular C-corporation for federal income tax purposes and as such is obligated to pay federal and state income tax. Under current law, the Sub-Fund is not eligible to elect treatment as a RIC. However, the amount of taxes paid by the Sub-Fund will vary depending on the amount of capital appreciation of its investments and such taxes will reduce a Fund shareholder's return from an investment in the Fund.

 

Since the Sub-Fund is subject to taxation on the capital appreciation of its investments, the NAV of the Shares will also be reduced by the accrual of any deferred tax liabilities. As a result, the Fund's after tax performance would be impacted.

 

The Sub-Fund accrues deferred income taxes for any future tax liability associated with capital appreciation of its investments. Upon the sale of an investment, the Sub-Fund may be liable for previously deferred taxes. The Sub-Fund will rely to some extent on information, which is not necessarily timely, to estimate the deferred tax liability for purposes of financial statement reporting and determining the Fund’s NAV. From time to time, the Adviser will modify the estimates or assumptions related to the Sub-Fund’s deferred tax liability as new information becomes available. The Sub-Fund generally computes deferred income taxes based on the federal income tax rate applicable to corporations and an assumed rate attributable to state taxes.

 

The Sub-Fund is currently using a Federal tax rate net of state benefit of 19.95% and an estimated state tax rate of 5.00%.

 

For the year ended March 31, 2024, the provision (benefit) for income taxes consisted of the following:

 

Current     
Federal   137,971 
State    
   $137,971 
Deferred     
Federal   6,891,561 
State   1,727,208 
   $8,618,769 
      
Total  $8,756,740 

Annual Report | March 31, 202425

 

 

Ares Private Markets Fund Notes to Consolidated Financial Statements
  March 31, 2024

 

Significant components of the Sub-Fund's deferred income tax assets and liabilities as of March 31, 2024 consisted of the following:

 

Deferred tax liability        
Unrealized gain   9,679,978 
Unrealized loss   (664,691)
Total deferred tax liability   9,015,287 
      
Net deferred tax liability  $9,015,287 

 

Because U.S. federal income tax regulations differ from U.S. GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect the applicable tax characterization. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. The tax basis components of distributable earnings differ from the amounts reflected in the Consolidated Statement of Assets and Liabilities due to temporary book/tax differences arising primarily from partnership investments. These amounts will be finalized before filing the Fund’s federal tax return.

 

The tax basis components of distributable earnings differ from the amounts reflected in the Consolidated Statement of Assets and Liabilities due to temporary book/tax differences arising primarily from partnership investments. These amounts will be finalized before filing the Fund's federal tax return. For the tax year ended September 30, 2023, permanent differences between book and tax basis are attributable to certain non-deductible expenses for tax purposes and net operating losses. These reclassifications have no effect on total NAV or NAV per Share. For the year ended September 30, 2023, the following amounts were reclassified:

 

Paid-in Capital  $(28,214)
Distributable Earnings/(Losses)   28,214 

 

Certain ordinary losses incurred after December 31, 2022, but within the taxable year are deemed to arise on the first day of the Fund's next taxable year. For the tax year ended September 30, 2023, the Fund deferred to October 1, 2023, for U.S. federal income tax purposes, the following losses:

 

Late year loss deferral  $6,159,292 

 

As of March 31, 2024, the tax cost of Private Assets and unrealized appreciation/(depreciation) as of the year ended March 31, 2024 were as follows:

 

Cost of investments for tax purposes  $880,990,499 
Gross tax unrealized appreciation   165,348,396 
Gross tax unrealized depreciation   (23,632,726)
Net tax unrealized appreciation (depreciation) on investments  $141,715,670 

 

As of September 30, 2023, the tax character of distributions paid were as follows:

 

       Long-Term Capital 
   Ordinary Income   Gain 
Ares Private Markets Fund  $   $3,892,197 

26www.areswmsresources.com

 

 

Ares Private Markets Fund Notes to Consolidated Financial Statements
  March 31, 2024

 

As of September 30, 2023, the components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income  $  
Undistributed long-term capital gains   6,830,725 
Tax accumulated earnings   6,830,725 
Accumulated capital and other losses    
Unrealized appreciation   39,462,189 
Other temporary differences   (31,872)
Distributable net earnings  $46,261,042 
      

 

As of September 30, 2023, the Fund had no capital loss carryforwards.

 

Income distributions and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

 

The Fund paid a distribution out of realized capital gains of $14,074,693 on December 29, 2023.

 

10. RISK FACTORS

 

General Investment Risks. There is no assurance that the investments held by the Fund will be profitable, that there will be proceeds from such investments available for distribution to shareholders, or that the Fund will achieve its investment objective. An investment in the Fund is speculative and involves a high degree of risk.

 

Management Risk. The Fund is subject to management risk because it is an actively managed investment portfolio. The Adviser will apply investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these will produce the desired results. The Fund may be subject to a relatively high level of management risk because the Fund invests in Private Assets. The Fund's allocation of its investments across Portfolio Funds, Direct Investments and other portfolio investments representing various strategies, geographic regions, asset classes and sectors may vary significantly over time based on the Adviser's analysis and judgment. It is possible that the Fund will focus on an investment that performs poorly or underperforms other investments under various market conditions.

 

Closed-End Fund Structure; Liquidity Limited to Periodic Repurchases of Shares. An investment in the Fund, unlike an investment in a traditional listed closed-end fund, should be considered illiquid. The Shares are appropriate only for investors who are comfortable with investment in less liquid or illiquid portfolio investments within an illiquid fund. Unlike open-end funds (commonly known as mutual funds), which generally permit redemptions on a daily basis, the Shares will not be redeemable at a shareholder's option. Unlike stocks of listed closed-end funds, the Shares are not listed, and are not expected to be listed, for trading on any securities exchange, and the Fund does not expect any secondary market to develop for the Shares in the foreseeable future.

 

Restrictions on Transfers. Transfers of Shares may be made only with consent of the Fund, which may be withheld in the Fund's sole discretion. Notice to the Fund of any proposed transfer must include evidence satisfactory to the Fund that the proposed transferee, at the time of transfer, meets any requirements imposed by the Fund with respect to investor eligibility and suitability.

 

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 assets of any one issuer. Having a larger percentage of assets in a smaller number of issuers makes a non-diversified fund, like the Fund, more susceptible to the risk that one single event or occurrence can have a significant adverse impact upon the Fund.

 

Valuation Risk. The Fund is subject to valuation risk, which is the risk that one or more of the securities in which the Fund invests are valued at prices that the Fund is unable to obtain upon sale due to factors such as incomplete data, market instability, human error, or, with respect to securities for which there are no readily available market quotations, the inherent difficulty in determining the fair value of certain types of investments. The Adviser may, but is not required to, use an independent pricing service or prices provided by dealers to value securities at their market value. Because the secondary markets for certain investments may be limited, such instruments may be difficult to value.

Annual Report | March 31, 202427

 

 

Ares Private Markets Fund Notes to Consolidated Financial Statements
  March 31, 2024

 

A substantial portion of the Fund's assets consist of Portfolio Funds and Direct Investments for which there are no readily available market quotations. The information available in the marketplace for such companies, their securities and the status of their businesses and financial conditions is often extremely limited, outdated and difficult to confirm. Accordingly, because there is not a readily available market value for most of the investments in the Fund's portfolio, substantially all of the Fund's portfolio investments are valued at fair value as determined in good faith by the Adviser, as the Valuation Designee, in accordance with the Adviser's valuation policies and procedures and subject to oversight of the Board.

 

The value at which the Fund's investments can be liquidated may differ, sometimes significantly, from the valuations assigned by the Fund. In addition, the timing of liquidations may also affect the values obtained on liquidation. The Fund invests a significant amount of its assets in Private Assets for which no public market exists. There can be no guarantee that the Fund's investments could ultimately be realized at the Fund's valuation of such investments.

 

The Fund's net asset value is a critical component in several operational matters including computation of the Advisory Fee, the Incentive Fee and the Distribution and Servicing Fee, and determination of the price at which the Shares will be offered and at which a repurchase offer will be made. Consequently, variance in the valuation of the Fund's investments will impact, positively or negatively, the fees and expenses shareholders will pay, the price a shareholder will receive in connection with a repurchase offer and the number of Shares an investor will receive upon investing in the Fund.

 

11. DIVIDEND REINVESTMENT PLAN

 

The Fund operates under a dividend reinvestment plan (“DRIP”) administered by DST. Pursuant to the DRIP, the Fund’s distributions, net of any applicable U.S. withholding tax, are reinvested in the same class of Shares of the Fund.

 

Shareholders automatically participate in the DRIP, unless and until an election is made to withdraw from the plan on behalf of such participating shareholder. A shareholder who does not wish to have distributions automatically reinvested may terminate participation in the DRIP at any time by written instructions to that effect to DST. Shareholders who elect not to participate in the DRIP will receive all distributions in cash paid to the shareholder of record (or, if the Shares are held in street or other nominee name, then to such nominee). Such written instructions must be received by DST 30 days prior to the record date of the distribution or the shareholder will receive such distribution in Shares through the DRIP. Under the DRIP, the Fund’s distributions to shareholders are automatically reinvested in full and fractional Shares as described below.

 

When the Fund declares a distribution, DST, on the shareholder’s behalf, will receive additional authorized Shares from the Fund either newly issued or repurchased from shareholders by the Fund and held as treasury stock. The number of Shares to be received when distributions are reinvested will be determined by dividing the amount of the distribution by the Fund’s net asset value per Share for the relevant class of Shares.

 

DST will maintain all shareholder accounts and furnish written confirmations of all transactions in the accounts, including information needed by shareholders for personal and tax records. DST will hold Shares in the account of the shareholders in non-certificated form in the name of the participant, and each shareholder’s proxy, if any, will include those Shares purchased pursuant to the DRIP.

 

In the case of Shareholders, such as banks, brokers or nominees, that hold Shares for others who are beneficial owners participating under the DRIP, DST will administer the DRIP on the basis of the number of Shares certified from time to time by the record Shareholder as representing the total amount of Shares registered in the Shareholder’s name and held for the account of beneficial owners participating under the DRIP.

 

Neither DST nor the Fund shall have any responsibility or liability beyond the exercise of ordinary care for any action taken or omitted pursuant to the DRIP, nor shall they have any duties, responsibilities or liabilities except such as expressly set forth herein. Neither shall they be liable hereunder for any act done in good faith or for any good faith omissions to act, including, without limitation, failure to terminate a participant’s account prior to receipt of written notice of his or her death or with respect to prices at which Shares are purchased or sold for the participants account and the terms on which such purchases and sales are made, subject to applicable provisions of the federal securities laws.

 

The automatic reinvestment of dividends will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such dividends. The Fund may elect to make non-cash distributions to Shareholders. Such distributions are not subject to the DRIP, and all Shareholders, regardless of whether or not they are participants in the DRIP, will receive such distributions in additional Shares of the Fund.

 

The Fund reserves the right to amend or terminate the DRIP. There is no direct service charge to participants with regard to purchases under the DRIP; however, the Fund reserves the right to amend the DRIP to include a service charge payable by the participants.

28www.areswmsresources.com

 

 

Ares Private Markets Fund Notes to Consolidated Financial Statements
  March 31, 2024

 

12. INDEMNIFICATIONS

 

Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. 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, the Fund expects the risk of loss to be remote.

 

13. COMMITMENTS AND CONTINGENCIES

 

As of March 31, 2024, the Fund had outstanding capital commitments to Private Assets totaling $241,830,995.

 

14. SUBSEQUENT EVENTS

 

Effective April 1, 2024, there were subscriptions to the Fund in the amount of $138,106,158 for Class A Shares, $1,416,000 for Class D Shares and $61,730,425 for Class I Shares. Effective May 1, 2024, there were subscriptions to the Fund in the amount of $66,269,057 for Class A Shares, $1,530,000 for Class D Shares and $43,866,300 for Class I Shares. Through the date the consolidated financial statements were issued, there have not been any additional subscriptions to the Fund.

 

On April 1, 2024, the Fund borrowed $330 million on its revolving Credit Facility in connection with acquiring exposure to a portfolio of limited partnership interests for approximately $491 million. Subsequent to April 1, 2024, approximately $320 million of the borrowings have been repaid with proceeds from shares sold and approximately $10 million remains outstanding.

 

The Fund has evaluated subsequent events through the date the consolidated financial statements were issued, and has determined that there were no other subsequent events that require disclosure in or adjustment to the consolidated financial statements or the accompanying notes.

Annual Report | March 31, 202429

 

Ares Private Markets Fund  
Report of Independent Registered  Public Accounting Firm

 

To the Shareholders and the Board of Trustees of Ares Private Markets Fund:

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated statement of assets and liabilities of Ares Private Markets Fund (the “Fund”), including the consolidated schedule of investments, as of March 31, 2024, and the related consolidated statements of operations and cash flows for the year ended March 31, 2024, the consolidated statements of changes in net assets and financial highlights for the year ended March 31, 2024 and for the period April 1, 2022 (commencement of operations) to March 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Fund at March 31, 2024, the consolidated results of its operations and its cash flows for the year ended March 31, 2024, the consolidated changes in its net assets and its consolidated financial highlights for the year ended March 31, 2024 and for the period from April 1, 2022 (commencement of operations) to March 31, 2023, in conformity with U.S. generally accepted accounting principles.

 

Basis for Opinion

 

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

 

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

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2024, by correspondence with the underlying investees, custodians, brokers, and others; when replies were not received from the underlying investees, we performed other auditing procedures. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

 

We have served as the Fund’s auditor since 2022.

 

New York, New York

May 30, 2024

30www.areswmsresources.com

 

 

Ares Private Markets Fund Fund Management
  March 31, 2024 (Unaudited)

 

Trustees: Information regarding the members of the Board is set forth below. The Trustees have been divided into two groups — Independent Trustees and Interested Trustees. As set forth in the Fund's Amended and Restated Declaration of Trust, each Trustee's term of office shall continue until his or her death, resignation or removal.

 

Name, Address* Position(s) Length of Principal Number of Other Directorships
and Age Held with Time Served Occupation Funds in Fund Held by
  the Fund   During Past Complex Overseen Trustee During
      5 Years by Trustee** Past 5 Years
INDEPENDENT TRUSTEES        
Patrick Dooley Trustee Since inception Private investor since 2012. 1 N/A
(1962)          
           
Edward Lewis Trustee Since inception Senior Managing Director 1 N/A
(1952)     and Head of Alternative    
      Investments, CIGNA    
      Investment Management.    
Paola Sapienza Trustee Since inception Senior Fellow (adjunct) at 1 TIM Group (telecommunications
(1965)     Stanford University, Hoover   Assicurazion) 2010 to 2019; Generali SpA
      Institution since 2023.   (financial services) 2021 to 2023.
      Professor, Kellogg School of    
      Management Northwestern    
      University since 1998.    
Lawrence M. Schloss Trustee Since May 2023 Senior Advisor, Marathon 1 North Haven Net REIT’ (Real Estate Fund);
(1954)     Asset Management, L.P.   'Girls Who Invest' since 2016;
      since 2018.   New York Police & Fire Widow’s &
          Childrens’ Benefit Fund since 1992;
          Board of Administrators (currently
          Emeritus) - Tulane University since 2009
Kent Weldon Trustee Since inception Advisory Partner, Thomas 1 OmniLit Acquisition Corp. (optics and
(1967)     H. Lee Partners since 2021;   photonics focused-SPAC) since; Federal
      previously, Managing   Street Acquisition Corp. (healthcare
      Director since 1991.   focused-SPAC) from 2017 to 2019.
INTERESTED TRUSTEES***        
Francisco Borges Trustee Since inception Partner, Chairman of 1 Assured Guaranty Ltd. (financial guaranty
(1951) and Chair of   Secondaries Group at   insurance business); Director, Jefferies
  the Board   Ares Management   Financial Group (holding company);
      Corporation ("Ares") since   Director, Selected Funds (consisting
      2021; Chairman and   of two portfolios); Director, Hartford
      Managing Partner of   Healthcare (healthcare network); Trustee,
      Landmark Partners from   Clipper Fund; Director, Interactive Brokers
      1989 to 2021.   Group, Inc.
Rajat Dhanda Trustee Since inception Partner, Ares since 2021; 1 N/A
(1968)     Chief Executive Officer at    
      Black Creek Group from    
      2018 to 2021, President    
      from 2016 to 2018.    
David Sachs Trustee Since inception Partner, Ares since 1997. 3 Terex Corporation (global manufacturing);
(1959)         CION Ares Diversified Credit Fund and
          Ares Dynamic Credit Allocation Fund, Inc.

 

*The address of each trustee is care of the Secretary of the Fund at 245 Park Avenue, 44th Floor, New York, New York 10167.
**The term “Fund Complex” means two or more registered investment companies that share the same investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies or hold themselves out to investors as related companies for the purpose of investment and investor services.
***"Interested person," as defined in the Investment Company Act, of the Fund. Francisco Borges, Rajat Dhanda and David Sachs are interested persons of the Fund due to their affiliation with the Adviser.

Annual Report | March 31, 202431

 

 

Ares Private Markets Fund Fund Management
  March 31, 2024 (Unaudited)

 

Executive Officers

 

Name, Year of Birth Position(s) Held Term of Office and Principal Occupation
and Address* with the Fund Length of During Past 5 Years
    Time Served  
Barry Miller Chief Executive Officer Term – Indefinite Partner in the Ares Secondaries Group since 2021; Partner in the
(1969) and President Length – Since Landmark Partners Private Equity Group from 2013 to 2021.
    August 2022  
    and May 2023,  
    respectively  
Tina St. Pierre Chief Financial Officer, Term –Indefinite Partner in the Ares Secondaries Group since 2021 and Chief Operating
(1970) Principal Accounting Length – Officer of the Ares Secondaries Group since 2023; Partner and the Chief
  Officer and Treasurer Since inception Administrative Officer at Landmark Partners from 1995 to 2021.
Lisa Morgan Chief Compliance Term –Indefinite Managing Director and Head of Regulatory Compliance in the Ares
(1976) Officer, Secretary and Length – Compliance Group at Ares since 2017; Chief Compliance Officer of Ares
  Anti-Money Since inception Capital Corporation and Ares Dynamic Credit Allocation fund since 2019.
  Laundering Officer   Chief Compliance Officer of CION Ares Diversified Credit Fund since 2021.
Scott Humber Vice President Term –Indefinite Partner in the Ares Secondaries Group since 2021; Partner in the Private
(1973)   Length – Equity Group at Landmark Partners from 2003 to 2021.
    Since inception  
Matthew Jill Vice President and Term –Indefinite Partner and General Counsel of Fund Formation and Secondaries in the
(1978) Assistant Secretary Length – Ares Legal Group at Ares since 2014.
    Since inception  
Joel Kress Vice President Term – Indefinite Managing Director in the Ares Secondaries Group since 2022; previously,
(1972)   Length – Since Chief Operating Officer and Treasurer, Pomona Investment Fund from
    May 2023 2015-2022 and Senior Advisor to Diamond Ventures, LLC from 2013-2022.
Antoinette Lazarus Vice President Term –Indefinite Managing Director in the Compliance Group at Ares since 2021; Chief
(1963)   Length – Compliance and Risk Officer at Landmark Partners from 2006 to 2021.
    Since inception  
Peter Ogilvie Vice President Term –Indefinite Partner and Head of the Ares Corporate Strategy Group since 2007;
(1984)   Length – Executive Vice President for Ares Acquisition Corporation II, a special
    Since inception purpose acquisition company sponsored by Ares, since 2021.
Kathryn Regan Vice President Term –Indefinite Partner in the Ares Secondaries Group since 2021; Partner in the
(1977)   Length – Landmark Partners Private Equity Group from 2019 to 2021; previously,
    Since inception Managing Director from 2017 to 2018.
Naseem Sagati Aghili Chief Legal Officer, Vice Term –Indefinite General Counsel and Corporate Secretary of Ares since 2020; Partner and
(1981) President and Length – Head of the Ares Legal Group; previously, Co-General Counsel, Deputy
  Assistant Secretary Since inception General Counsel and General Counsel of Private Equity since 2009.
Nathan Walton Vice President Term – Indefinite Partner, Head of Private Equity Secondaries in the Ares Secondaries Group
(1978)   Length– Since since 2023; previously, Partner, Ares Private Equity Group from 2006
    May 2023 to 2023.
Christina Oh Assistant Treasurer Term – Indefinite Chief Financial Officer of Ares Secondaries Group since 2023. Partner,
(1980)   Length – Since Chief Financial Officer, Infrastructure and Deputy Chief Financial Officer
    May 2023 and Treasurer in the Ares Finance and Accounting Department since 2016.

 

*The address of each officer is care of the Secretary of the Fund at 245 Park Avenue, 44th Floor, New York, New York 10167.

 

The Statement of Additional Information (SAI) includes additional information about the board members and is available, without charge, upon request. Shareholders may call (212) 750-7300 to request the SAI.

32www.areswmsresources.com

 

 

Ares Private Markets Fund Additional Information
  March 31, 2024 (Unaudited)

 

PROXY VOTING POLICIES AND PROCEDURES

 

A description of the Fund’s proxy voting policies and procedures related to portfolio securities is available without charge, upon request, by calling the Fund at (888) 882-8212 or on the Securities and Exchange Commission’s (“SEC”) website at sec.gov.

 

Proxy Voting Record

 

Information regarding how the Adviser voted proxies related to the Fund’s portfolio holdings, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request by calling the Fund 866-324-7348 or by accessing the Fund’s Form N-PX on the SEC’s website at sec.gov.

 

AVAILABILITY OF QUARTERLY PORTFOLIO SCHEDULES AND ADDITIONAL FUND INFORMATION

 

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. The Fund’s Form N-PORT is available on the SEC website at sec.gov. or without charge and upon request by calling the Fund at 866-324-7348.

 

The Fund makes public certain information about its investments. For more information about the Fund, visit https://areswmsresources.com/ investment-solutions/apmf/. Here you will find the Fund’s most recently available fact sheets and other information about the Fund. The information posted on the Fund’s website is subject to change without notice.

Annual Report | March 31, 202433

 

 

Ares Private Markets Fund Privacy Policy
  March 31, 2024 (Unaudited)

 

We endeavor to maintain the privacy of our recordholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.

 

Generally, we will not receive any non-public personal information about recordholders of the common stock of the Fund, although certain of our recordholders’ non-public information may become available to us. The non-public personal information that we may receive falls into the following categories:

 

Information we receive from recordholders, whether we receive it orally, in writing or electronically. This includes recordholders’ communications to us concerning their investment;
Information about recordholders’ transactions and history with us; or
Other general information that we may obtain about recordholders, such as demographic and contact information such as an address.

 

We do not disclose any non-public personal information about recordholders, except:

 

to our affiliates (such as our investment adviser) and their employees that have a legitimate business need for the information;
to our service providers (such as our administrator, accountants, attorneys, custodians, transfer agent, underwriter and proxy solicitors) and their employees as is necessary to service recordholder accounts or otherwise provide the applicable service
to comply with court orders, subpoenas, lawful discovery requests, or other legal or regulatory requirements; or as allowed or required by applicable law or regulation.

 

When the Fund shares non-public recordholder personal information referred to above, the information is made available for limited business purposes and under controlled circumstances designed to protect our recordholders’ privacy. The Fund does not permit use of recordholder information for any non-business or marketing purpose, nor does the Fund permit third parties to rent, sell, trade or otherwise release or disclose information to any other party.

 

The Fund’s service providers, such as its adviser, administrator, and transfer agent, are required to maintain physical, electronic, and procedural safeguards to protect recordholder non-public personal information; to prevent unauthorized access or use; and to dispose of such information when it is no longer required.

34www.areswmsresources.com

 

Ares Private Markets Fund  
Approval of Investment Advisory and Management Agreement
  March 31, 2024 (Unaudited)

 

The Board, a majority of whom are Independent Trustees, determined to renew the Investment Advisory and Management Agreement at a meeting held on February 27, 2024 (the "Meeting").

 

The Board has the responsibility under the 1940 Act to consider the renewal of the Investment Advisory and Management Agreement on an annual basis at a meeting of the Board called for the purpose of voting on such renewal. In addition, the Board generally receives, reviews and evaluates information concerning the services and personnel of the Adviser and its affiliates at quarterly meetings of the Board throughout the year. While particular emphasis might be placed on information concerning the Fund's investment performance, comparability of fees, total expenses and profitability at any meeting at which a renewal of the Investment Advisory and Management Agreement is considered, the process of evaluating the Adviser's and the Fund's investment advisory arrangements is an ongoing one. In this regard, the Board's consideration of the nature, extent and quality of the services provided by the Adviser under the Investment Advisory and Management Agreement includes deliberations at multiple meetings. In addition, the Board generally receives, reviews and evaluates information concerning the Fund's operations, expenses and performance throughout the year, including at quarterly Board meetings.

 

In connection with the renewal of the Investment Advisory and Management Agreement, the Independent Trustees met with their independent counsel in executive session. Counsel to the Independent Trustees reviewed with the Independent Trustees a memorandum outlining the legal duties of the Board under the 1940 Act and applicable state law and discussed the factors outlined by the federal courts as relevant to a board's consideration of the approval of an investment advisory agreement.

 

In considering whether to renew the Investment Advisory and Management Agreement, the Board reviewed certain information provided to the Board by the Adviser in advance of the Meeting, and supplemented orally at the Meeting, including, among other things, information concerning the services rendered to the Fund by the Adviser, comparative fee, expense and performance information, and other reports of and presentations by representatives of the Adviser concerning the Fund's and Adviser's operations, compliance programs and risk management. The Board also reviewed a report prepared by the Adviser which included information comparing (1) the Fund's performance with the performance of a group of comparable funds (the "Performance Group") for various time periods and (2) the Fund's total and net expense ratios with those of a group of comparable funds (the "Expense Group"), which was identical to the Performance Group.

 

In determining whether to renew the Investment Advisory and Management Agreement, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Trustee may have attributed different weights to the factors considered.

 

(a) The nature, extent and quality of services provided by the Adviser — With respect to the nature, extent and quality of services provided by the Adviser, the Board reviewed the information regarding the types of services to be provided under the Investment Advisory and Management Agreement and information describing the Adviser's organization and business, including the quality of the investment research capabilities of the Adviser and the other resources dedicated to performing services for the Fund. The Board noted the professional experience and qualifications of the Fund's portfolio management team and other senior personnel of the Adviser involved with the Fund, including the portfolio management team's expertise in managing securities in which the Fund invests, the integrated platform of the Adviser and its affiliates and the benefits, resources and opportunities of the platform that the Adviser is able to access. Fund management discussed the size and experience of the Adviser's staff, the experience of its key personnel in providing investment management services, and the ability of the Adviser to attract and retain capable personnel. The quality of administrative and other services, including the Adviser's role in coordinating the activities of the Fund's other service providers, were also considered. The Board also noted the reputation and track record of the Adviser's organization.

 

(b) Investment performance of the Fund and the Adviser — With respect to investment performance of the Fund and the Adviser, the Board reviewed statistical information concerning the Fund's investment performance in relation to its stated objective, as well as comparative data with respect to the performance of unaffiliated closed-end funds operating as tender offer funds that engage in similar investment strategies provided by the Adviser. Representatives of the Adviser reviewed with the Board the Fund's performance. In connection with its review, the Board discussed the results of the performance comparisons provided by the Adviser.

 

In reviewing the Adviser's report, the Board took into consideration that the Adviser identified 1940 Act registered funds that engage in similar investing, underwriting, and origination activity, i.e., funds that are active, continuously offered, registered closed-end tender offer funds that invest primarily in secondaries and, specifically, in buyout and growth assets. The Board noted that the Fund's total return performance had outperformed the median return of the Performance Group in the trailing three-month, one-year and since-inception periods ended December 31, 2023.

 

Representatives of the Adviser noted that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the Fund and comparable funds, highlighting, in particular, the difficulty in finding an appropriate universe of comparable funds. In discussing the Fund's performance, they noted, among other things, the Fund had outperformed all members of the Performance Group for each of the trailing three-month and one-year periods.

Annual Report | March 31, 202435

 

Ares Private Markets Fund  
Approval of Investment Advisory and Management Agreement
  March 31, 2024 (Unaudited)

 

(c) Cost of the services to be provided and profits to be realized by the Adviser from the relationship with the Fund — The Board considered information about the profitability of the Fund to the Adviser, as well as the costs of services provided by the Adviser to the Fund. The Board received and reviewed information relating to the financial condition of the Adviser and its affiliates. Representatives of the Adviser reviewed the expenses allocated and profit received by the Adviser and its affiliates and the resulting profitability percentage for managing the Fund and the method used to determine the expenses and profit. The Board concluded that the profitability results were not unreasonable, given the services rendered and service levels provided to the Fund by the Adviser and its affiliates.

 

(d) Economies of scale and whether fee levels reflect these economies of scale — The Board considered the extent to which economies of scale are expected to be realized and whether fee levels reflect these economies of scale. The Trustees noted the possibility of economies of scale related to non-advisory services that may inure to the benefit of the Fund.

 

(e) Comparison of services to be rendered and fees to be paid to those under other investment advisory contracts, such as contracts of the same and other investment adviser or other clients — In evaluating the management fees and expenses, the Board considered the Fund's management fees and the Fund's expense ratios in absolute terms and as compared with the fees and expenses of the Expense Group. Based upon the comparative fee information provided, the Board noted that the Fund's net expense ratio generally was in line with those of comparable funds in the Expense Group identified by the Adviser. The Board considered that the Investment Advisory and Management Agreement provides that the Adviser may earn an incentive fee and, to the extent the fee is earned and paid, would result in a higher rate of total compensation from the Fund to the Adviser than the base-management fee rate stated in the Investment Advisory and Management Agreement.

 

In discussing the Fund's management fees and expenses, representatives of the Adviser noted, among other things, that the Adviser believes the management fees and expenses are reasonable when compared to, and are consistent with, other similar funds and portfolios, particularly in light of the Fund's performance.

 

(f) Benefits derived or to be derived by the Adviser from its relationship with the Fund — The Board also considered the extent to which benefits other than the fees and reimbursement amounts might accrue to the Adviser and its affiliates from their relationships with the Fund. The Board noted in this regard that, while certain funds and accounts managed by the Adviser may engage from time to time in cross trade and co-investment transactions with the Fund as permitted by the 1940 Act, neither the Adviser or its affiliates execute portfolio transactions on behalf of the Fund, and that the Adviser had confirmed that the Fund does not obtain research (or, soft dollars) from trades made on behalf of the Fund. However, the Board recognized that the Adviser might derive reputational and other benefits from its association with the Fund.

 

Conclusion

 

At the conclusion of these discussions, the Board agreed that it had been furnished with information sufficiently responsive to allow it to make an informed business decision with respect to the renewal of the Investment Advisory and Management Agreement. Based on the discussions and considerations at the Meeting, and in reliance on information received on a routine and regular basis through the year relating to the operations of the Fund and the investment management and other services provided under the Investment Advisory and Management Agreement, the Board, including the Independent Trustees, supported the approval of the renewal of the Investment Advisory and Management Agreement for an additional one-year period.

36www.areswmsresources.com

 

 

 

 

 

(b) Not applicable.

 

Item 2. Code of Ethics.

 

(a)            Ares Private Markets Fund (the “Fund”) has adopted a Code of Ethics that applies to the Fund’s principal executive officer and principal financial officer (the “Code of Ethics”).

 

(c)            The Fund has not made any amendment to its Code of Ethics during the period covered by this Form N-CSR.

 

(d)            There have been no waivers, including any implicit waivers, granted by the Fund to individuals covered by the Fund’s Code of Ethics during the reporting period for this Form N-CSR.

 

(e)            Not applicable.

 

(f)             The registrant’s Code of Ethics is attached herewith as Exhibit 13(a)(1).

 

Item 3. Audit Committee Financial Expert.

 

(a)(1)        The Board of Trustees of the Fund (the “Board”) has determined that the Fund has two members serving on the Fund’s Audit Committee that possess the attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert.”

 

(a)(2)        The names of the audit committee financial experts as of the date of filing of this Form N-CSR are Mr. Edward Lewis and Mr. Kent Weldon. Each of Mr. Lewis and Mr. Weldon have been deemed to be “independent” for the purpose of this Item because he is not an “interested person” of the Fund as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) and does not accept directly or indirectly any consulting, advisory, or other compensatory fee from the Fund.

 

Item 4. Principal Accountant Fees and Services.

 

(a)            Audit Fees

 

For the fiscal year ended March 31, 2024 and the period from April 1, 2022 (commencement of operations) to March 31, 2023, Ernst & Young LLP (“E&Y”), the Fund’s independent registered public accounting firm, billed the Fund aggregate fees of $375,000 and $154,500, respectively, for professional services rendered for the audit of the Fund’s annual financial statements or for services normally provided by E&Y in connection with statutory and regulatory filings or engagements.

 

 

 

(b)            Audit-Related Fees

 

For the fiscal year ended March 31, 2024 and the period from April 1, 2022 (commencement of operations) to March 31, 2023, the aggregate fees billed for assurance and related services rendered by E&Y that are reasonably related to the performance of the audit or review of the Fund’s financial statements and that are not reported under Audit Fees above were $180,000 and $0, respectively.

 

For the fiscal year ended March 31, 2024 and the period from April 1, 2022 (commencement of operations) to March 31, 2023, aggregate Audit-Related Fees billed by E&Y that were required to be approved by the Fund’s Audit Committee for audit-related services rendered to Ares Capital Management II LLC, the investment adviser of the Fund (the “Adviser”), and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund (the “Affiliated Service Providers”) that relate directly to the operations and financial reporting of the Fund were $0 and $0, respectively.

 

(c)            Tax Fees

 

For the fiscal year ended March 31, 2024 and the period from April 1, 2022 (commencement of operations) to March 31, 2023, E&Y billed the Fund aggregate fees of $0 and $0, respectively, for professional services rendered for tax compliance, tax advice, and tax planning.

 

For the fiscal year ended March 31, 2024 and the period from April 1, 2022 (commencement of operations) to March 31, 2023, the aggregate Tax Fees billed by E&Y that were required to be approved by the Fund’s Audit Committee for tax compliance, tax advice and tax planning services rendered on behalf of Affiliated Service Providers that relate directly to the operations and financial reporting of the Fund were $0 and $0, respectively.

 

(d)            All Other Fees

 

For the fiscal year ended March 31, 2024 and the period from April 1, 2022 (commencement of operations) to March 31, 2023, the aggregate fees billed by E&Y to the Fund for all services other than services reported under Audit Fees, Audit-Related Fees, and Tax Fees were $ 0 and $0, respectively.

 

For the fiscal year ended March 31, 2024 and the period from April 1, 2022 (commencement of operations) to March 31, 2023, the aggregate fees in this category billed by E&Y that were required to be approved by the Fund’s Audit Committee for services rendered on behalf of Affiliated Service Providers that relate directly to the operations and financial reporting of the Fund were $0 and $0, respectively.

 

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

 

The Fund’s Audit Committee has adopted pre-approval policies and procedures that require the Audit Committee to pre-approve all audit and non-audit services proposed to be provided to the Fund by the Fund’s independent registered public accounting firm. The Audit Committee must also pre-approve any permitted non-audit services provided by the Fund’s independent registered public accounting firm to the Fund’s Affiliated Service Providers.

 

(e)(2)        Percentage of Services

 

None.

 

(f)             Not applicable.

 

(g)            For the fiscal year ended March 31, 2024 and the period from April 1, 2022 (commencement of operations) to March 31, 2023, aggregate non-audit fees billed by E&Y for services rendered to the Fund were $0 and $0, respectively.

 

 

 

For the fiscal year ended March 31, 2024 and the period from April 1, 2022 (commencement of operations) to March 31, 2023, aggregate non-audit fees billed by E&Y for services rendered to the Affiliated Service Providers were $0 and $0, respectively.

 

(h)            No non-audit services were rendered to any Affiliated Service Providers for the fiscal year ended March 31, 2024 and the period from April 1, 2022 (commencement of operations) to March 31, 2023. As such, no determinations with respect to E&Y’s independence with respect to the provision of non-audit services to Affiliated Service Providers were required.

 

(i)            Not applicable.

 

(j)            Not applicable.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Investments.

 

(a)            The Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form N-CSR.

 

(b)            Not applicable.

 

Item 7. Not applicable.

 

Item 8. Not applicable.

 

Item 9. Not applicable.

 

Item 10. Not applicable.

 

Item 11. Not applicable.

 

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Attached to this Form N-CSR as Exhibit 13(a)(5) is a copy of the proxy voting policies and procedures of the Adviser, to whom the Board has delegated proxy voting authority on behalf of the Fund.

 

 

 

Item 13.  Portfolio Managers of Closed-End Management Investment Companies.

 

(a)(1)  As of the date of this filing, the portfolio managers of the Fund (the “Portfolio Managers”) are as follows:

 

Francisco Borges

Partner and Chair of Ares Secondaries Group (since inception)

 

Francisco Borges is a Partner and Chairman of the Ares Secondaries Group. Prior to the acquisition of Landmark Partners by Ares in 2021, Mr. Borges served as Chairman and Managing Partner of Landmark Partners, where he also was a member of the private equity, infrastructure and real estate investment committees. Prior to joining Landmark in 1999, Mr. Borges was a managing director of GE Capital’s Financial Guaranty Insurance Company and capital markets subsidiaries, before which he was treasurer of the State of Connecticut, deputy mayor of the City of Hartford, and legal counsel for the Travelers Insurance Companies. Mr. Borges serves on a number of boards including The Knight Foundation, Hartford Healthcare Corporation, Millbrook School, Jefferies Financial Corp., Davis Selected Funds, and Assured Guaranty. Mr. Borges is a member of the Connecticut and New Jersey bars. He received a J.D. from the University of Connecticut - School of Law, and a B.A. from Trinity College in Hartford, Connecticut.

 

Barry Miller

Partner, Ares Secondaries Group (since August 2022)

 

Barry Miller is a Partner in the Ares Secondaries Group. Prior to the acquisition of Landmark Partners by Ares in 2021, Mr. Miller was a Partner in Landmark Partners’ private equity group, where he also served as a member of the private equity and infrastructure investment committees. Prior to joining Landmark in 2013, Mr. Miller was head of private equity at the New York City Retirement Systems, where he served on the limited partner advisory boards of more than 40 private equity funds. Earlier in his career, he was a partner at Pomona Capital where he focused on sourcing and executing secondary transactions and was a member of the Pomona Capital Investment Committee. Prior to joining Pomona, he was a senior investment manager at AXA Private Equity, where he was also head of the New York office and served on the Global Investment Committee. Mr. Miller currently serves on the Board of Directors for the Robert Toigo Foundation, an organization devoted to diversity in the investment management business, and is a member of the Tulane School of Liberal Arts Deans’ Advisory Council. Mr. Miller previously served as a member of the Sponsors for Educational Opportunity Limited Partner Advisory Council. Mr. Miller received a B.A. from Tulane University.

 

(a)(2)  As of March 31, 2024, the Portfolio Managers were primarily responsible for the day-to-day portfolio management of the following accounts:

 

Type of Account  Number
of
Accounts
Managed
   Total
Assets
Managed
   Number
of
Accounts
Managed for
which Advisory
Fee is
Performance-
Based
   Assets
Managed
for which
Advisory Fee
is
Performance-
Based
 
Francisco Borges                    
Registered Investment Companies   0   $0    0   $0 
Other Pooled Investment Vehicles   41   $17.01B   38   $16.96B
Other Accounts   38   $7.49B   27   $4.68B
                     
Barry Miller                    
Registered Investment Companies   0   $0    0   $0 
Other Pooled Investment Vehicles   17   $9.61B   16   $9.58B
Other Accounts   27   $5.46B   22   $3.48B

 

 

 

Material Conflicts of Interest:

 

The Adviser is accountable to the Fund as a fiduciary, and, consequently, must operate the Fund prudently, in good faith and in the interest of and for the benefit of the shareholders of the Fund (the “Shareholders”). As discussed below, prospective investors should be aware of potential conflicts of interest before investing. By purchasing shares of beneficial interest of the Fund (“Shares”), each Shareholder will be deemed to have acknowledged the existence of such actual and potential conflicts of interest and to have waived any claim with respect to the existence of such actual and potential conflicts of interest.

 

Management of Similar Accounts. Certain of the Fund’s executive officers and Trustees, and the employees of the Adviser or its affiliates, serve or may serve as officers, trustees or principals of entities that operate in the same or a related line of business as the Fund or of other Ares-advised funds (“Other Managed Funds”). As a result, they have obligations to investors in those entities, the fulfilment of which might not be in the best interests of the Fund or its Shareholders. Moreover, notwithstanding the difference in principal investment objectives between the Fund and the Other Managed Funds, such other funds, including potential new pooled investment vehicles or managed accounts not yet established (whether managed or sponsored by affiliates or the Adviser), have, and may from time to time have, overlapping investment objectives with the Fund and, accordingly, invest in, whether principally or secondarily, asset classes similar to those targeted by the Fund. To the extent the Other Managed Funds have overlapping investment objectives, the scope of opportunities otherwise available to the Fund may be adversely affected and/or reduced. Additionally, certain employees of the Adviser and their management face conflicts in their time management and commitments as well as in the allocation of investment opportunities to other Ares funds.

 

Transactions with Other Managed Accounts, the Adviser and its Affiliates. The 1940 Act imposes significant limits on co-investment with affiliates of the Fund. The Adviser has obtained an exemptive order (which the Fund may also rely on) from the Securities and Exchange Commission expanding the Fund’s ability to co-invest alongside Other Managed Funds in privately negotiated transactions. Subject to the conditions specified in the exemptive order, the Fund is permitted to co-invest with those affiliates in certain additional investment opportunities, including investments originated and directly negotiated by the Adviser. These co-investment transactions may give rise to conflicts of interest or perceived conflicts of interest among the Fund and the participating Other Managed Funds. The exemptive order also contains certain conditions that may limit or restrict the Fund’s ability to participate in an investment or participate in an investment to a lesser extent. An inability to receive the desired allocation to potential investments may affect Fund’s ability to achieve the desired investment returns.

 

In the event investment opportunities are allocated among the Fund and Other Managed Funds, the Fund may not be able to structure its investment portfolio in the manner desired. Although the Adviser endeavors to allocate investment opportunities in a fair and equitable manner, the Fund is not generally permitted to co-invest in any issuer in which a fund managed by Ares or any of its downstream affiliates (other than the Fund and its downstream affiliates) currently has an investment. However, the Fund may co-invest with funds managed by Ares or any of its downstream affiliates, subject to compliance with existing regulatory guidance, applicable regulations and its allocation procedures.

 

The Fund may invest in secondary purchases of interests in private equity and other private asset funds managed by unaffiliated asset managers (“Portfolio Funds”) in which the Adviser and/or its affiliates (including, to the extent permitted by applicable law, Other Managed Funds) has an investment, and the Adviser and/or its affiliates may invest in Portfolio Funds in which the Fund has made an investment. From time to time, the Fund and Other Managed Funds may make investments at different levels of an issuer’s capital structure or otherwise in different classes of an issuer’s securities. Such investments inherently give rise to conflicts of interest or perceived conflicts of interest between or among the various classes of securities that may be held by such entities. The Adviser has adopted procedures governing the co-investment in securities acquired in private placements with certain clients of the Adviser.

 

 

 

Adviser Affiliates May Engage in Adverse Activities. The Fund may invest in Portfolio Funds or direct investments that have relationships with affiliates of the Adviser or other funds or clients of the Adviser. Such affiliates may take actions that are detrimental to the interests of the Fund in such Portfolio Funds or portfolio companies.

 

The Adviser, its affiliates and their clients may pursue or enforce rights with respect to an issuer in which the Fund has invested, and those activities may have an adverse effect on the Fund. As a result, prices, availability, liquidity and terms of the Fund’s investments may be negatively impacted by the activities of the Adviser and its affiliates or their clients, and transactions for the Fund may be impaired or effected at prices or terms that may be less favorable than would otherwise have been the case.

 

The Adviser may enter into transactions and invest in securities, instruments and currencies on behalf of the Fund in which customers of its affiliates, to the extent permitted by applicable law, serve as the counterparty, principal or issuer. In such cases, such party’s interests in the transaction would generally be adverse to the interests of the Fund, and such party would have no incentive to assure that the Fund obtains the best possible prices or terms in connection with the transaction. In addition, the purchase, holding and sale of such investments by the Fund may enhance the profitability of the Adviser or its affiliates. The Fund may, subject to applicable law, purchase investments that are the subject of an underwriting or other distribution by one or more Adviser affiliates and may also enter into transactions with other clients of an affiliate where such other clients have interests adverse to those of the Fund.

 

By reason of the various activities of the Adviser and its affiliates, the Adviser and such affiliates may acquire confidential or material non-public information or otherwise be restricted from purchasing certain potential Fund investments that otherwise might have been purchased or be restricted from selling certain Fund investments that might otherwise have been sold at the time.

 

Advisory Fee and Incentive Fee Arrangements. The Adviser is paid a fee based on a percentage of the Fund’s net assets. The participation of the Adviser’s investment professionals in the valuation process therefore results in a conflict of interest. The Adviser also has a conflict of interest in deciding whether to cause the Fund to invest in more speculative investments or financial instruments, which increase the assets or profits of the Fund and, accordingly, the advisory fee or incentive fee payable by the Fund to the Adviser. Certain Other Managed Funds pay the Adviser or its affiliates performance-based compensation, which could create an incentive for the Adviser or its affiliate to favor such investment fund or account over the Fund.

 

Conflicts Associated with Fee Arrangements with Portfolio Funds. In certain cases, the Adviser or its affiliates may enter into arrangements with a manager of a portfolio fund (a “Portfolio Fund Manager”) under which the Portfolio Fund Manager agrees to rebate a portion of its management fee or make other fee payments in connection with an investment in the Portfolio Fund by an investment vehicle managed or sponsored by the Adviser or its affiliates. To the extent any such rebates or payments relate to the Fund’s investment in a Portfolio Fund, the Fund will receive the economic benefit of such rebate or payment. However, to the extent the Adviser, in its sole discretion, determines that such an arrangement is not permissible or appropriate for the Fund, other vehicles managed by the Adviser or its affiliates may nonetheless participate in the rebate or repayment. Affiliates of the Adviser may receive and retain these payments with respect to other investment vehicles in consideration of, or to defray the cost of, services provided by such affiliates. The receipt of such payments by affiliates of the Adviser could incentivize the Adviser to participate in Portfolio Funds whose managers agree to make such payments or could enhance the likelihood that Portfolio Fund Managers will agree to make such payments.

 

 

 

Portfolio Fund Valuation May be Affected by Compensation Arrangements. If a Portfolio Fund calculates its compensation on the value of the Portfolio Fund’s assets, the Portfolio Fund’s manager may exercise discretion in assigning values to the Portfolio Fund’s investments. These factors can create a conflict of interest because the value assigned to an investment may affect the advisory fee at the Portfolio Fund level. If there is a difference in the advisory fee required to be paid, the Portfolio Fund’s documents generally do not require the Portfolio Fund’s manager to return past advisory fees, although claw-back provisions in a Portfolio Fund’s documents may permit the recovery of excess carried interest distributions.

 

Potential Conflicts of Interest at the Portfolio Fund Level. Each Portfolio Fund may become involved in activities in which there is a potential conflict between the interests of Portfolio Fund investors, like the Fund, and the Portfolio Fund’s management. Typically Portfolio Funds will have an investor’s committee with some degree of supervision over potential conflicts, although there can be no assurance that such committee, or other conflict of interest provisions of a Portfolio Fund’s governing documents, will be effective.

 

Proxy Voting. The Adviser has adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting decisions made on behalf of advisory clients, including the Fund, and to help ensure that such decisions are made in accordance with its fiduciary obligations to clients. Nevertheless, notwithstanding such proxy voting policies and procedures, actual proxy voting decisions may have the effect of favoring the interests of other clients, provided that the Adviser believes such voting decisions to be in accordance with its fiduciary obligations.

 

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

 

Compensation is determined by the Adviser’s executive leadership, with recommendations made by the head of each applicable business unit. Compensation may include a variety of components and may vary from year to year based on a number of factors. Generally, Portfolio Managers receive a base salary and are eligible for a discretionary year-end bonus based on performance, a portion of which may be paid in the form of shares of Class A Common Stock of the Adviser’s publicly traded parent company.

 

(a)(4)  Ownership of Securities

 

As of March 31, 2024, none of the Portfolio Managers own Shares of the Fund.

 

(b) Not applicable.

 

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 15. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which Shareholders may recommend nominees to the Fund’s Board during the period covered by this Form N-CSR filing.

 

 

 

Item 16. Controls and Procedures.

 

(a)The Fund’s principal executive and principal financial officers have concluded that the Fund’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act) (17 CFR 270.30a-3(c)) are effective, as of a date within 90 days of the filing date of this Form N-CSR based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

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

 

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

(a)Not applicable.

 

(b)Not applicable.

 

Item 18. Recovery of Erroneously Awarded Compensation.

 

(a)Not applicable.

 

(b)            Not applicable.

 

Item 19. Exhibits.

 

(a)(1)The registrant’s Sarbanes Oxley Code of Ethics is attached hereto in response to Item 2(f).

 

(a)(2)The certifications required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) are attached hereto.

 

(a)(3)Not applicable.

 

(a)(4)Not applicable.

 

(a)(5)Proxy voting policies and procedures of the Fund and the Adviser are attached hereto in response to Item 7.

 

(b)The certifications required by Rule 30a-2(b) under the 1940 Act (17 CFR 270.30a-2(b)) and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

 

 

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.

 

ARES PRIVATE MARKETS FUND

 

By:  /s/Barry Miller                 
  Barry Miller  
  Chief Executive Officer and President  
  (Principal Executive Officer)  
   
Date:         June 7, 2024  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

By:  /s/Barry Miller                 
  Barry Miller  
  Chief Executive Officer and President  
  (Principal Executive Officer)  
   
Date:         June 7, 2024  

 

By:  /s/Tina St. Pierre  
  Tina St. Pierre  
  Chief Financial Officer, Principal Accounting Officer and Treasurer  
   
Date:         June 7, 2024  

 

 

 

Exhibit 99.CODEETH

 

Exhibit 13(a)(1)

 

Code of Conduct

 

This Code of Conduct (the “Code”) embodies the commitment of the Fund to conduct its business in accordance with all applicable governmental rules and regulations and to promote honest and ethical conduct. This Code applies to:

 

the Fund’s Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer or controller, or persons performing similar functions (collectively, the “Senior Financial Officers”),

All other officers and employees of the Fund and members of the Fund’s Board of Trustees (such persons, together with the Senior Financial Officers, the “Covered Persons”),

 

each of whom is expected to adhere to the principles and procedures set forth in this Code that apply to them.

 

Failure to comply with this Code, or to report a violation, may result in disciplinary actions, including warnings, suspensions, termination of employment or such other actions as may be appropriate under the circumstances.

 

Compliance with Laws, Rules and Regulations

 

Covered Persons are required to comply with the laws, rules and regulations that govern the conduct of the Company’s business and to report any suspected violations in accordance with the section below entitled “Compliance With the Code.”

 

If you have any questions regarding proper conduct, you should consult with the Fund’s Chief Compliance Officer before taking any action.

 

Conflicts of Interest

 

A “conflict of interest” occurs when a Covered Person’s private interest improperly interferes with the interests of the Fund. Personal conflicts of interest are prohibited as a matter of Fund policy, unless they have been approved by the Fund.

 

Some of the Covered Persons may also be employees or officers of

 

The Fund’s investment adviser or one of its affiliates (collectively, the “Adviser”); or

The company providing administrative services to the Fund or one of its affiliates (collectively, the “Administrator”).

 

Although typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between the Fund and the Adviser and/or Covered Persons that are officers, employees and/or directors of more than one of such entities. As a result, this Code recognizes that the Covered Persons will, in the normal course of their duties (whether for the Fund or for the Adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the Adviser and the Fund. The participation of the Covered Officers in such activities is inherent in the relationship between the Fund and the Adviser and is consistent with the performance by the Covered Persons of their duties as officers and/or trustees of the Fund. Thus, if performed in conformity with the provisions of the 1940 Act, such activities will be deemed to have been handled ethically and to not constitute a “conflict of interest” for purposes of this Code. In addition, it is recognized by the Board that the Covered Officers may, from time to time, also be officers or employees of one or more other investment companies covered by this Code or other codes.

 

 

 

 

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the 1940 Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Fund.

 

Each Covered Officer must:

 

not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;

not cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than for the benefit of the Fund; and

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

 

There are some relationships that should always be disclosed to the CCO of the Fund, including:

 

A.Any ownership interest in, or any consulting or employment relationship with, any entities doing business with the Fund, other than an affiliated service provider or an affiliate of an affiliated service provider. This disclosure requirement shall not apply to or otherwise limit the ownership of publicly traded securities so long as the Covered Officer’s ownership does not exceed more than 1% of the outstanding securities of the relevant class.

 

B.A direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment with an affiliated service provider or its affiliates. This disclosure requirement shall not apply to or otherwise limit (i) the ownership of publicly traded securities so long as the Covered Officer’s ownership does not exceed more than 1% of a particular class of security outstanding or (ii) the receipt by an affiliated service provider or its affiliates of research or other benefits in exchange for “soft dollars”.

 

As a registered investment company, it is of critical importance that the Fund’s public communications, reports, and SEC filings contain full, fair, accurate, timely, and understandable disclosure. Accordingly, each Covered Officer is expected to consider it central to his or her duties and responsibilities to the Fund to promote full, fair, accurate, timely, and understandable disclosure in the Fund’s public communications and reports, and in the documents that the Fund files with, or submits to, the SEC. In this regard, the Fund has adopted Disclosure Controls and Procedures that, “under the supervision and oversight” of the Covered Officers, are designed to ensure that all information the Fund is required to disclose in its annual and semi-annual reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC under its rules and regulations.

 

 

 

 

In addition to adhering to the specific requirements set forth in the Fund’s Disclosure Controls and Procedures and all applicable governmental laws, rules and regulations, each Covered Officer shall exercise a high standard of care in complying with the Fund’s Internal Controls, and in preparing and providing all necessary information to make the Fund’s public reports, communications, and SEC filings and submissions complete, fair, and understandable.

 

Accordingly, each Covered Officer must not knowingly misrepresent or cause others to misrepresent facts about the Fund. In addition, each Covered Officer must seek to ensure that all of the Fund’s books, records, accounts and financial information, as well as reports produced from those materials:

 

1.Are supported by accurate documentation maintained in reasonable detail;

2.Are recorded in the proper account and in the proper accounting period;

3.Do not contain any false or intentionally misleading entries;

4.Fairly and accurately reflect the transactions or occurrences to which they relate; and

5.Conform to the Fund’s Internal Controls, Disclosure Controls and Procedures, and to all applicable laws, rules and regulations.

 

 

 

 

Exhibit 99.CERT

 

Exhibit 13(a)(2)

 

I, Barry Miller, certify that:

 

1.I have reviewed this report on Form N-CSR of Ares Private Markets Fund;

 

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

 

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

 

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

 

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

 

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

 

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

 

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

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

 

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

 

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

 

By: /s/ Barry Miller  
  Barry Miller  
  Chief Executive Officer and President  
  (Principal Executive Officer)  

 

Date:June 7, 2024

 

 

 

 

I, Tina St. Pierre, certify that:

 

1.I have reviewed this report on Form N-CSR of Ares Private Markets Fund;

 

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

 

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

 

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

 

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

 

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

 

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

 

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

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

 

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

 

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

 

By: /s/ Tina St. Pierre  
  Tina St. Pierre  
  Chief Financial Officer, Principal Accounting Officer and Treasurer  
     
Date: June 7, 2024  

 

 

 

 

 

Exhibit 13(a)(5)

 

Proxy Voting Policy

 

It is the policy of the Fund to delegate the responsibility for voting proxies relating to portfolio securities held by the Fund to the Fund’s investment adviser, Ares Capital Management II LLC ( “Adviser”) as a part of the Adviser’s general management of the Fund’s portfolio, subject to the continuing oversight of the Board. The Board hereby delegates such responsibility to the Adviser, and directs the Adviser to vote proxies relating to portfolio securities held by the Fund consistent with the duties and procedures set forth below. The Adviser may retain one or more vendors to review, monitor and recommend how to vote proxies in a manner consistent with the duties and procedures set forth below, to ensure that such proxies are voted on a timely basis and to provide reporting and/or record retention services in connection with proxy voting for the Fund.

 

The right to vote a proxy with respect to portfolio securities held by the Fund is an asset of the Fund. The Adviser, to which authority to vote on behalf of the Fund is delegated, acts as a fiduciary of the Fund and must vote proxies in a manner consistent with the best interest of the Fund and its shareholders. In discharging this fiduciary duty, the Adviser must maintain and adhere to its policies and procedures for addressing conflicts of interest and must vote proxies in a manner substantially consistent with its policies, procedures and guidelines, as presented to the Board.

 

The Fund shall file an annual report of each proxy voted with respect to portfolio securities of the Fund during the twelve-month period ended June 30 on Form N-PX not later than August 31 of each year.

 

Proxy Voting Procedures

 

The following are the procedures adopted by the Board for the administration of the policy:

 

Review of Adviser Proxy Voting Procedures. The Adviser shall present to the Board its policies, procedures and other guidelines for voting proxies at least annually, and must notify the Board promptly of material changes to such policies, procedures and guidelines.

 

Voting Record Reporting. The Adviser shall provide the voting record information necessary for the completion and filing of Form N-PX to the Fund at least annually. Such voting record information shall be in a form acceptable to the Fund and shall be provided at such time(s) as required for the timely filing of Form N-PX and at such additional time(s) as the Fund and the Adviser may agree to from time to time. With respect to those proxies that the Adviser has identified as involving a conflict of interest, the Adviser shall submit a separate report indicating the nature of the conflict of interest and how that conflict was resolved with respect to the voting of the proxy.

 

Record Retention. The Adviser shall maintain such records with respect to the voting of proxies as may be required by the Investment Advisers Act of 1940, as amended, and the rules promulgated thereunder or by the Investment Company Act of 1940, as amended, and the rules promulgated thereunder.

 

Conflicts of Interest. Any actual or potential conflicts of interest between the Fund’s principal underwriter or Adviser and the Fund’s shareholders arising from the proxy voting process will be addressed by the Adviser and the Adviser’s application of its proxy voting procedures pursuant to the delegation of proxy voting responsibilities to the Adviser. In the event that the Adviser notifies the officer(s) of the Fund that a conflict of interest cannot be resolved under the Adviser’s proxy voting procedures, such officer(s) are responsible for notifying the audit committee of the Board (the “Audit Committee”) of such irreconcilable conflict of interest and assisting the Audit Committee with any actions it determines are necessary.

 

 

 

 

Disclosures.

 

The Fund shall include in its registration statement:

 

oA description of this policy and of the policies and procedures used by the Adviser to determine how to vote proxies relating to portfolio securities; and

oA statement disclosing that information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling the Fund’s toll-free telephone number, or through a specified Internet address, or both, and on the Securities and Exchange Commission’s (the “SEC”) website.

 

The Fund shall include in its annual and semi-annual reports to shareholders:

 

oA statement disclosing that a description of the policies and procedures used by or on behalf of the Fund to determine how to vote proxies relating to portfolio securities of the Fund is available without charge, upon request, by calling the Fund’s toll-free telephone number, through a specified Internet address, if applicable, and on the SEC’s website; and

oA statement disclosing that information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling the Adviser’s toll-free telephone number, or through a specified Internet address, or both, and on the SEC’s website at www.sec.gov.

 

The Board shall review and amend these Procedures as it deems necessary and advisable.

 

 

 

 

Exhibit 99.906CERT

 

Exhibit 13(b)

 

Each of the undersigned officers of Ares Private Markets Fund hereby certify that, to the best of such officer’s knowledge:

 

1.This Form N-CSR filing for the Fund (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.

 

By: /s/ Barry Miller  
  Barry Miller  
  Chief Executive Officer and President  
  (Principal Executive Officer)  
     
Date: June 7, 2024  
     
By: /s/ Tina St. Pierre  
  Tina St. Pierre  
  Chief Financial Officer, Principal Accounting Officer and Treasurer  
     
Date: June 7, 2024  

 

This certification is being furnished to the Securities and Exchange Commission solely pursuant to Rule 30a.2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.