UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSRS
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
| |
Investment Company Act file number | 811-21527 |
| |
THE ENDOWMENT MASTER FUND, L.P.
(Exact name of registrant as specified in charter)
| | |
4265 SAN FELIPE, SUITE 900, HOUSTON, TX | | 77027 |
|
(Address of principal executive offices) | | (Zip code) |
A. HAAG SHERMAN
THE ENDOWMENT MASTER FUND, L.P.
4265 SAN FELIPE, SUITE 900, HOUSTON, TX 77027
(Name and address of agent for service)
| |
Registrant’s telephone number, including area code: | 800-725-9456 |
| |
| |
Date of fiscal year end: | 12/31/05 |
| |
| |
Date of reporting period: | 06/30/05 |
| |
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
![LOGO](https://capedge.com/proxy/N-CSRS/0000950152-05-007443/l15311al1531199.gif)
The Endowment Master Fund, L.P.
Shareholder’s Report
June 30, 2005
(Unaudited)
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Statement of Assets, Liabilities, and Partners’ Capital
June 30, 2005
(Unaudited)
| | | | | |
ASSETS |
Investments in Investment Funds, at estimated fair value (cost $261,176,322) | | $ | 294,914,184 | |
Investments in securities, at value (cost $30,185,052) | | | 35,357,209 | |
Cash and cash equivalents | | | 337,641 | |
Prepaid contributions to Investment Funds | | | 1,000,000 | |
Interest and dividends receivable | | | 223,551 | |
Prepaids and other assets | | | 27,815 | |
Foreign currency | | | 8,005 | |
Receivable from Adviser | | | 5,759 | |
| | | |
| Total assets | | | 331,874,164 | |
| | | |
|
LIABILITIES AND PARTNERS’ CAPITAL |
Line of credit | | | 815,956 | |
Management fees payable | | | 800,162 | |
Accounts payable and accrued expenses | | | 396,699 | |
Payable to Adviser | | | 124,853 | |
Administration fees payable | | | 104,753 | |
| | | |
| Total liabilities | | | 2,242,423 | |
| | | |
Partners’ capital | | | 329,631,741 | |
| | | |
| Total liabilities and partners’ capital | | $ | 331,874,164 | |
| | | |
See accompanying notes to financial statements.
1
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments
June 30, 2005
(Unaudited)
| | | | | | | | | | | | | | | |
| | | | | | % of | |
| | Shares/ | | | | | Partners’ | |
| | Par Value* | | | Fair Value | | | Capital | |
| | | | | | | | | |
Investments in Investment Funds | | | | | | | | | | | | |
Limited Partnerships and Limited Liability Companies | | | | | | | | | | | | |
| United States | | | | | | | | | | | | |
| | Domestic Equity | | | | | | | | | | | | |
| | | Caduceus Capital II, L.P. | | | | | | $ | 5,506,983 | | | | | |
| | | Contrarian Capital Distressed Equity Fund, L.P. | | | | | | | 4,994,458 | | | | | |
| | | Copper Arch Fund, L.P. | | | | | | | 5,631,318 | | | | | |
| | | Criterion Institutional Partners, L.P. | | | | | | | 2,010,989 | | | | | |
| | | Everglades Partners, L.P. | | | | | | | 1,436,879 | | | | | |
| | | GMO U.S. Aggressive Long/ Short Fund (Onshore) | | | | | | | 8,943,136 | | | | | |
| | | Leaf Investment Partners, L.P. | | | | | | | 3,018,278 | | | | | |
| | | Sci-Tech Investment Partners, L.P. | | | | | | | 968,004 | | | | | |
| | | Shumway Equity Fund, L.P. | | | | | | | 3,121,356 | | | | | |
| | | The Raptor Global Fund, L.P. | | | | | | | 6,853,026 | | | | | |
| | | Tiger Consumer Partners, L.P. | | | | | | | 5,427,545 | | | | | |
| | International Equity | | | | | | | | | | | | |
| | | Boyer Allan Pacific Partners, L.P. | | | | | | | 8,352,905 | | | | | |
| | | CCM International Small Cap Value Fund, L.P. | | | | | | | 1,010,458 | | | | | |
| | | Gradient Europe Fund | | | | | | | 3,562,072 | | | | | |
| | | SR Global Fund — Asia Portfolio (Class B, L.P.) | | | | | | | 5,202,829 | | | | | |
| | | SR Global Fund — Europe Portfolio (Class A, L.P.) | | | | | | | 3,717,507 | | | | | |
| | | SR Global Fund — International Portfolio (Class C, L.P.) | | | | | | | 3,805,914 | | | | | |
| | | SR Global Fund Japan Portfolio (Class H, L.P.) | | | | | | | 3,524,535 | | | | | |
| | | SR Global Fund Emerging Markets Portfolio (Class G, L.P.) | | | | | | | 6,436,860 | | | | | |
| | | Steel Partners Japan, L.P. | | | | | | | 3,099,780 | | | | | |
| | | The Explorador Fund, L.P. | | | | | | | 5,187,902 | | | | | |
| | | Torrey Pines Fund, LLC | | | | | | | 7,217,765 | | | | | |
| | Opportunistic Equity | | | | | | | | | | | | |
| | | AQR Absolute Return Institutional Fund, L.P. | | | | | | | 5,286,593 | | | | | |
| | | Global Undervalued Securities Fund | | | | | | | 8,003,345 | | | | | |
| | | GMO Mean Reversion Fund (Onshore) | | | | | | | 9,396,949 | | | | | |
| | | Maverick Fund USA, Ltd. | | | | | | | 6,485,800 | | | | | |
| | | Traxis Fund Onshore, L.P. | | | | | | | 3,371,357 | | | | | |
| | Absolute Return | | | | | | | | | | | | |
| | | Courage Special Situations Fund, (Class B, L.P.) | | | | | | | 1,020,917 | | | | | |
| | | Courage Special Situations Fund, (Class C, L.P.) | | | | | | | 6,109,790 | | | | | |
| | | Harbert Convertible Arbitrage Fund, L.P. | | | | | | | 8,298,174 | | | | | |
| | | M&M Arbitrage, LLC | | | | | | | 5,391,682 | | | | | |
| | | Silverback Partners, L.P. | | | | | | | 5,293,100 | | | | | |
| | Real Estate | | | | | | | | | | | | |
| | | Clarion CRA Hedge Fund, L.P. | | | | | | | 8,945,938 | | | | | |
| | | Mercury Special Situations Fund | | | | | | | 3,004,666 | | | | | |
| | | MONY/ Transwestern Realty Partners II | | | | | | | 558,682 | | | | | |
| | | NL Ventures V, L.P. | | | | | | | 2,300,000 | | | | | |
See accompanying notes to schedule of investments.
2
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments
June 30, 2005 (Unaudited) — (Continued)
| | | | | | | | | | | | | | | | |
| | | | | | % of | |
| | Shares/ | | | | | Partners’ | |
| | Par Value* | | | Fair Value | | | Capital | |
| | | | | | | | | |
| | | Security Capital, L.P. | | | | | | | 5,251,180 | | | | | |
| | | Wells Street Partners, LLC | | | | | | | 4,740,214 | | | | | |
| | Natural Resources | | | | | | | | | | | | |
| | | Cambridge Energy, L.P. | | | | | | | 7,825,216 | | | | | |
| | | The Ospraie Fund L.P. | | | | | | | 8,351,754 | | | | | |
| | | Tocqueville Gold Partners, L.P. | | | | | | | 4,847,063 | | | | | |
| | | Treaty Oak Partners, L.P. | | | | | | | 7,582,376 | | | | | |
| | Private Equity | | | | | | | | | | | | |
| | | Cap Royalty Partners L.P. | | | | | | | 94,112 | | | | | |
| | | Cogene Biotech Ventures II, L.P. | | | | | | | 18,628 | | | | | |
| | | Crosslink Crossover Fund IV, L.P. | | | | | | | 4,491,356 | | | | | |
| | | PIPE Equity Partners LLC | | | | | | | 6,285,953 | | | | | |
| | | Protégé Partners, L.P. | | | | | | | 4,276,409 | | | | | |
| | | Q Investments | | | | | | | 7,841,265 | | | | | |
| | | Sanderling Venture VI Co-Investment Fund, L.P. | | | | | | | 255,681 | | | | | |
| | | Sanderling Venture VI, L.P. | | | | | | | 118,276 | | | | | |
| | | Venture Capital Fund of America | | | | | | | 385,541 | | | | | |
| | Enhanced Fixed Income | | | | | | | | | | | | |
| | | Arx Global High Yield Securities Fund I L.P. | | | | | | | 7,444,495 | | | | | |
| | | BDC Partners I, L.P. | | | | | | | 10,675,371 | | | | | |
| | | Contrarian Capital Fund I, L.P. | | | | | | | 6,827,729 | | | | | |
| | | Greylock Global Opportunity Fund, L.P. | | | | | | | 7,373,454 | | | | | |
| | | Harbert Distressed Investment Fund, L.P. | | | | | | | 7,692,157 | | | | | |
| | | Ore Hill, L.P. | | | | | | | 2,204,492 | | | | | |
| | | Post Total Return Fund, L.P. | | | | | | | 3,074,235 | | | | | |
| | | | | | | | | |
| | | | Total United States | | | | | | | 280,154,449 | | | | | |
| | | | | | | | | |
| | | | Total Limited Partnerships and Limited Liability Companies (Cost $248,145,333) | | | | | | | 280,154,449 | | | | 84.99% | |
Passive Foreign Investment Corporations | | | | | | | | | | | | |
| United States | | | | | | | | | | | | |
| | International Equity | | | | | | | | | | | | |
| | | India Capital Fund Ltd. A2 Shares | | | 2,396 | | | | 3,214,963 | | | | | |
| | | Neon Liberty Greater China Fund, LTD | | | 500 | | | | 526,195 | | | | | |
| | | | | | | | | |
| | | | Total United States | | | | | | | 3,741,158 | | | | | |
| Republic of Mauritius | | | | | | | | | | | | |
| | International Equity | | | | | | | | | | | | |
| | | Boyer Allan India Fund, Inc. | | | 24,201 | | | | 2,819,634 | | | | | |
| | | | | | | | | |
| | | | Total Republic of Mauritius | | | | | | | 2,819,634 | | | | | |
| | | | | | | | | |
| | | | Total Passive Foreign Investment Corporations (Cost $5,493,577) | | | | | | | 6,560,792 | | | | 1.99% | |
See accompanying notes to schedule of investments.
3
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments
June 30, 2005 (Unaudited) — (Continued)
| | | | | | | | | | | | | | | | |
| | | | | | % of | |
| | Shares/ | | | | | Partners’ | |
| | Par Value* | | | Fair Value | | | Capital | |
| | | | | | | | | |
Cayman Company Limited by Shares | | | | | | | | | | | | |
| United States | | | | | | | | | | | | |
| | Absolute Return | | | | | | | | | | | | |
| | | Overseas CAP Partners, Inc. | | | 7,205 | | | | 8,198,943 | | | | | |
| | | | | | | | | |
| | | | Total Cayman Company Limited by Shares (Cost $7,537,412) | | | | | | | 8,198,943 | | | | 2.49% | |
| | | | | | | | | |
| | | | Total Investments in Investment Funds (Cost $261,176,322) | | | | | | | 294,914,184 | | | | | |
Investments in Securities | | | | | | | | | | | | |
Registered Investment Companies | | | | | | | | | | | | |
| United States | | | | | | | | | | | | |
| | International Equity | | | | | | | | | | | | |
| | | GMO Emerging Markets Fund III | | | 224,401 | | | | 4,565,560 | | | | | |
| | Enhanced Fixed Income | | | | | | | | | | | | |
| | | GMO Global Bond Fund | | | 408,326 | | | | 4,420,020 | | | | | |
| | Natural Resources | | | | | | | | | | | | |
| | | State Street Research Global Resources Fund | | | 156,877 | | | | 8,982,834 | | | | | |
| | | Tocqueville Gold Fund | | | 40,492 | | | | 1,312,346 | | | | | |
| | | | | | | | | |
| | | | Total United States | | | | | | | 19,280,760 | | | | | |
| | | | | | | | | |
| | | | Total Registered Investment Companies (Cost $13,889,225) | | | | | | | 19,280,760 | | | | 5.84% | |
Closed End Funds | | | | | | | | | | | | |
| United States | | | | | | | | | | | | |
| | Financial | | | | | | | | | | | | |
| | | Aberdeen Asia-Pacific Income Fund, Inc. | | | 8,200 | | | | 51,660 | | | | | |
| | | Blackrock Broad Investment Grade 2009 Term Trust | | | 12,500 | | | | 197,500 | | | | | |
| | | Blackrock Income Opportunity Trust | | | 63,300 | | | | 717,189 | | | | | |
| | | Ishares Trust | | | 4,450 | | | | 498,845 | | | | | |
| | | MFS Government Markets Income Trust | | | 85,700 | | | | 572,476 | | | | | |
| | | Morgan Stanley Government Income Trust | | | 60,200 | | | | 541,800 | | | | | |
| | | New America High Income Fund | | | 126,300 | | | | 267,756 | | | | | |
| | | Oppenheimer Multi-Sector Income Trust | | | 41,600 | | | | 395,616 | | | | | |
| | | Putnam Premier Income Trust | | | 52,171 | | | | 337,025 | | | | | |
| | | | | | | | | |
| | | | Total United States | | | | | | | 3,579,867 | | | | | |
| | | | | | | | | |
| | | | Total Closed End Funds (Cost $3,518,740) | | | | | | | 3,579,867 | | | | 1.09% | |
Options | | | | | | | | | | | | |
| United States | | | | | | | | | | | | |
| | Index | | | | | | | | | | | | |
| | | iShares MSCI Emerging Markets Index, September Put, 196.6104 | | | 47,810 | | | | 85,424 | | | | | |
| | | | | | | | | |
| | | | Total United States | | | | | | | 85,424 | | | | | |
| | | | | | | | | |
| | | | Total Options (Cost $450,000) | | | | | | | 85,424 | | | | 0.02% | |
See accompanying notes to schedule of investments.
4
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments
June 30, 2005 (Unaudited) — (Continued)
| | | | | | | | | | | | | | | |
| | | | | | % of | |
| | Shares/ | | | | | Partners’ | |
| | Par Value* | | | Fair Value | | | Capital | |
| | | | | | | | | |
Fixed Income | | | | | | | | | | | | |
| United States | | | | | | | | | | | | |
| | Treasuries | | | | | | | | | | | | |
| | | United States Treasury Bonds, 5.250%, 2/15/29 | | | 340,000 | | | | 388,862 | | | | | |
| | | United States Treasury Notes TIPS, 3.375%, 1/15/07 | | | 125,000 | | | | 158,245 | | | | | |
| | | United States Treasury Notes TIPS, 1.875%, 7/15/13 | | | 275,000 | | | | 297,599 | | | | | |
| | | United States Treasury Notes TIPS, 2.00%, 7/15/14 | | | 150,000 | | | | 159,569 | | | | | |
| | | United States Treasury Notes TIPS, 3.625%, 4/15/28 | | | 250,000 | | | | 396,687 | | | | | |
| | Agencies | | | | | | | | | | | | |
| | | Federal Home Loan Mortgage Corp., Pool E74790, 5.00%, 2/1/18 | | | 114,757 | | | | 116,271 | | | | | |
| | | Federal Home Loan Mortgage Corp., Pool E75753, 5.50%, 3/1/14 | | | 52,345 | | | | 53,777 | | | | | |
| | | Federal Home Loan Mortgage Corp., Series 2750, Class OB, 4.00%, 7/15/15 | | | 201,000 | | | | 199,972 | | | | | |
| | | Federal Home Loan Mortgage Corp., Pool E92286, 5.00%, 11/1/17 | | | 23,407 | | | | 23,697 | | | | | |
| | | Federal Home Loan Mortgage Corp., Pool E95383, 5.00%, 2/1/18 | | | 93,730 | | | | 94,888 | | | | | |
| | | Federal Home Loan Mortgage Corp., Pool E94694, 5.50%, 2/1/18 | | | 36,003 | | | | 36,973 | | | | | |
| | | Federal Home Loan Mortgage Corp., Pool B10507, 4.50%, 10/1/18 | | | 44,004 | | | | 43,840 | | | | | |
| | | Federal Home Loan Mortgage Corp., Pool B14009, 5.00%, 5/1/19 | | | 92,290 | | | | 93,396 | | | | | |
| | | Federal Home Loan Mortgage Corp, Pool C77936, 5.50% , 2/01/33 | | | 63,648 | | | | 64,613 | | | | | |
| | | Federal Home Loan Mortgage Corp., Pool A10760, 5.50%, 6/1/33 | | | 15,226 | | | | 15,452 | | | | | |
| | | Federal Home Loan Mortgage Corp., Pool A16536, 5.50%, 12/1/33 | | | 73,121 | | | | 74,207 | | | | | |
| | | Federal Home Loan Mortgage Corp., Pool C01812, 5.50%, 4/1/34 | | | 352,005 | | | | 357,237 | | | | | |
| | | Federal National Mortgage Association, Pool 380839, 6.12%, 11/1/08 | | | 300,360 | | | | 314,273 | | | | | |
| | | Federal National Mortgage Association, Pool 254188, 5.50%, 1/1/09 | | | 174,040 | | | | 176,483 | | | | | |
| | | Federal National Mortgage Association, Pool 545210, 5.92%, 10/1/11 | | | 230,010 | | | | 247,557 | | | | | |
| | | Federal National Mortgage Association, Pool 730353, 4.50%, 7/1/18 | | | 35,409 | | | | 35,274 | | | | | |
| | | Federal National Mortgage Association, Pool 767658, 5.00%, 2/1/19 | | | 177,312 | | | | 179,507 | | | | | |
| | | Federal National Mortgage Association, Pool 415971, 6.00%, 11/1/28 | | | 56,847 | | | | 58,427 | | | | | |
| | | Federal National Mortgage Association, Pool 689659, 6.00%, 3/1/33 | | | 97,747 | | | | 100,250 | | | | | |
See accompanying notes to schedule of investments.
5
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments
June 30, 2005 (Unaudited) — (Continued)
| | | | | | | | | | | | | |
| | | | | | % of | |
| | Shares/ | | | | | Partners’ | |
| | Par Value* | | | Fair Value | | | Capital | |
| | | | | | | | | |
| Federal National Mortgage Association, Pool 698979, 5.50%, 4/1/33 | | | 118,639 | | | | 120,405 | | | | | |
| Federal National Mortgage Association, Pool 555528, 6.00%, 4/1/33 | | | 28,047 | | | | 28,773 | | | | | |
| Federal National Mortgage Association, Pool 699436, 7.00%, 4/1/33 | | | 18,410 | | | | 19,417 | | | | | |
| Federal National Mortgage Association, Pool 723874, 5.50%, 7/1/33 | | | 31,632 | | | | 32,094 | | | | | |
| Federal National Mortgage Association, Pool 767299, 5.50%, 1/1/34 | | | 107,409 | | | | 108,977 | | | | | |
| Federal National Mortgage Association, Pool 777737, 5.00%, 5/1/34 | | | 149,611 | | | | 149,772 | | | | | |
| Federal National Mortgage Association, Pool 778316, 5.50%, 6/1/34 | | | 427,611 | | | | 433,711 | | | | | |
| Federal National Mortgage Association, Pool 783382, 6.00%, 8/1/34 | | | 153,282 | | | | 157,202 | | | | | |
| Government National Mortgage Association, Pool 451883, 6.00%, 7/15/28 | | | 63,058 | | | | 65,189 | | | | | |
| Government National Mortgage Association, Series 2004-78, Class C, 4.658%, 4/16/29 | | | 250,000 | | | | 251,641 | | | | | |
| Government National Mortgage Association, Pool 488259, 6.50%, 8/15/29 | | | 26,287 | | | | 27,498 | | | | | |
| Government National Mortgage Association, Pool 501012, 6.50%, 4/15/31 | | | 3,660 | | | | 3,827 | | | | | |
| Government National Mortgage Association, Pool 603650, 6.00%, 4/15/33 | | | 18,081 | | | | 18,665 | | | | | |
| Government National Mortgage Association, Pool 80749, 4.125%, 10/20/33 | | | 643,252 | | | | 652,956 | | | | | |
| Government National Mortgage Association, Pool 621822, 5.50%, 12/15/33 | | | 37,727 | | | | 38,571 | | | | | |
| Government National Mortgage Association, Pool 562508, 5.50%, 2/15/34 | | | 114,847 | | | | 117,399 | | | | | |
| Government National Mortgage Association, Pool 628111, 5.50%, 5/15/34 | | | 279,383 | | | | 285,592 | | | | | |
| New Valley Generation II, Series 2001, 5.572%, 5/1/20 | | | 44,163 | | | | 46,563 | | | | | |
| Overseas Private Investment Corp., 3.74%, 4/15/15 | | | 171,201 | | | | 167,681 | | | | | |
Asset Backed Securities | | | | | | | | | | | | |
| Alesco Preferred Funding LTD, Series 5A, Class C3, 6.314%, 12/23/34 | | | 200,000 | | | | 202,812 | | | | | |
| American Business Financial Services 6.68% 7/15/33 | | | 300,000 | | | | 306,095 | | | | | |
| Bank of America Mortgage Securities, Series 2004-8, Class 2B1, 6.00% 10/25/34 | | | 238,851 | | | | 242,707 | | | | | |
| Bear Stearns Adjustable Rate Mortgage Trust, Series 2002-5, Class 4A4, 5.74% 6/25/32 | | | 71,398 | | | | 71,691 | | | | | |
| Bear Stearns Adjustable Rate Mortgage Trust, Series 2003-1, Class 6A1, 5.11% 4/25/33 | | | 182,288 | | | | 180,947 | | | | | |
| Bear Stearns Adjustable Rate Mortgage Trust, Series 2003-1, Class 3A1, 5.37% 4/25/33 | | | 178,776 | | | | 175,962 | | | | | |
See accompanying notes to schedule of investments.
6
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments
June 30, 2005 (Unaudited) — (Continued)
| | | | | | | | | | | | |
| | | | | | % of | |
| | Shares/ | | | | | Partners’ | |
| | Par Value* | | | Fair Value | | | Capital | |
| | | | | | | | | |
Citigroup Mortgage Loan Trust, Inc., Series 2004-HYB4, Class 3B2, 4.48% 12/25/34 | | | 198,447 | | | | 194,108 | | | | | |
Citigroup Mortgage Loan Trust, Inc., Series 2005-1, Class 2A2B, 4.84%, 4/25/35 | | | 287,559 | | | | 286,750 | | | | | |
Countrywine Alternative Loan Trust, Series 2005-19CB, Class A4, 5.50%, 06/25/35 | | | 247,495 | | | | 249,326 | | | | | |
Countrywide Home Loans, Series 2003.-3, Class M6, 6.21%, 7/25/32 | | | 100,000 | | | | 102,718 | | | | | |
Countrywide Home Loans, Series 2003.-20, Class 1A14, 5.50%, 7/25/33 | | | 164,890 | | | | 166,617 | | | | | |
CSFB Mortgage Securities Corp., Series 2001-AR24, Class CB2, 5.85%, 12/25/31 | | | 35,916 | | | | 35,822 | | | | | |
CSFB Mortgage Securities Corp., Series 2002-10, Class 1M2, 7.00%, 5/25/32 | | | 180,000 | | | | 181,654 | | | | | |
CSFB Mortgage Securities Corp., Series 2004-8, Class 4A4, 5.50%, 11/25/34 | | | 199,132 | | | | 201,980 | | | | | |
Diversified REIT Trust, Series 1999-1A, Class D, 6.78% 3/18/09 | | | 135,000 | | | | 144,057 | | | | | |
Drexel Burnham Lambert CMO Trust, Series V, Class 1, PO, 0%, 9/1/18 | | | 37,873 | | | | 33,834 | | | | | |
GSR Mortgage Loan Trust, Series 2004-11, Class B2, 4.629%, 9/25/34 | | | 298,956 | | | | 295,780 | | | | | |
GSR Mortgage Loan Trust, Series 2005-5F, Class 3A3, 5.00%, 06/25/35 | | | 325,000 | | | | 323,781 | | | | | |
Harborview Mortgage Loan Trust, Series, 2004-7, Class 3A2, 4.77%, 11/19/34 | | | 274,334 | | | | 274,635 | | | | | |
Impac Secured Assets Corp., Series 2002-3, Class M2, 6.55%, 8/25/32 | | | 175,000 | | | | 186,113 | | | | | |
JP Morgan Mortgage Trust, Series 2004-A1, Class 3A2, 5.04%, 02/25/34 | | | 273,443 | | | | 273,101 | | | | | |
JP Morgan Mortgage Trust, Series 2004-A3, Class 3A2, 5.00%, 07/25/34 | | | 190,650 | | | | 191,985 | | | | | |
Master Seasoned Securities Trust, Series 2004-1, Class 15B2, 6.25%, 8/25/17 | | | 263,979 | | | | 271,726 | | | | | |
Option One Mortgage Loan Trust, Series 2005-1, Class M6, 4.50%, 2/25/35 | | | 250,000 | | | | 250,749 | | | | | |
Residential Accredit Loans, Inc., Series 2003-QS7, Class M2, 6.00%, 4/25/33 | | | 130,849 | | | | 134,601 | | | | | |
Residential Asset Mortgage Products, Inc., Series 2004-SL2, Class A1, 6.50% 10/25/16 | | | 234,809 | | | | 239,505 | | | | | |
Structured Asset Securities Corp., Series 2003-4, Class A6, 5.00%, 2/25/33 | | | 165,452 | | | | 166,086 | | | | | |
Washington Mutual, Series 2003-S11, Class 1A, 5.00%, 11/25/33 | | | 84,061 | | | | 83,334 | | | | | |
Wells Fargo Mortgage Backed Securities Trust, Series 2003-1, Class A1, 4.50%, 11/25/33 | | | 196,304 | | | | 193,421 | | | | | |
Wells Fargo Mortgage Backed Securities Trust, Series 2004-W, Class B2, 4.63%, 11/25/34 | | | 199,608 | | | | 193,610 | | | | | |
See accompanying notes to schedule of investments.
7
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments
June 30, 2005 (Unaudited) — (Continued)
| | | | | | | | | | | | | | | | |
| | | | | | % of | |
| | Shares/ | | | | | Partners’ | |
| | Par Value* | | | Fair Value | | | Capital | |
| | | | | | | | | |
| Corporates | | | | | | | | | | | | |
| | Consumer | | | | | | | | | | | | |
| | | General Motors Acceptance Corp., 6.125%, 1/22/08 | | | 50,000 | | | | 48,401 | | | | | |
| | | | | | | | | |
| | | Total United States | | | | | | | 12,316,897 | | | | | |
Canada | | | | | | | | | | | | |
| Corporates | | | | | | | | | | | | |
| | Consumer | | | | | | | | | | | | |
| | | General Motors Nova Financial, 6.85%, 10/15/08 | | | 100,000 | | | | 94,261 | | | | | |
| | Total Fixed Income (Cost $12,327,087) | | | | | | | 12,411,158 | | | | 3.77% | |
| | | | | | | | | |
| | | Total Investments in Securities (Cost $30,185,052) | | | | | | | 35,357,209 | | | | | |
| | | | | | | | | |
| | | | Total Investments (Cost $291,361,374) | | | | | | $ | 330,271,393 | | | | 100.19% | |
| | | | | | | | | |
| |
* | Shares or par value is listed for each investment if it is applicable for that investment type. |
| |
CMO — | Collateralized Mortgage Obligation |
| |
REIT — | Real Estate Investment Trust |
| |
TIPS — | Treasury Inflation Protected Securities |
See accompanying notes to schedule of investments.
8
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Statement of Operations
Six Months Ended June 30, 2005
(Unaudited)
| | | | | | | |
Investment income: | | | | |
| Dividend income (net of foreign tax of $100,002) | | $ | 563,467 | |
| Interest income | | | 311,727 | |
| | | |
| | Total investment income | | | 875,194 | |
| | | |
Expenses: | | | | |
| Management fees | | | 1,554,261 | |
| Administration fees | | | 108,208 | |
| Legal fees | | | 38,000 | |
| Professional fees | | | 36,845 | |
| Other expenses | | | 148,624 | |
| | | |
| | Total expenses | | | 1,885,938 | |
| | | |
Net investment loss | | | (1,010,744 | ) |
| | | |
Net realized and unrealized gain (loss) from investments: | | | | |
| Net realized loss from investments, options and foreign currency | | | (59,313 | ) |
| Net unrealized gain from investments, options and foreign currency | | | 5,970,843 | |
| | | |
| | Net realized and unrealized gain on investments | | | 5,911,530 | |
| | | |
| | | Net increase in partners’ capital resulting from operations | | $ | 4,900,786 | |
| | | |
See accompanying notes to financial statements.
9
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Statement of Changes in Partners’ Capital
Six Months Ended June 30, 2005 (Unaudited) and Year Ended December 31, 2004
| | | | | | |
Partners’ capital at December 31, 2003 | | $ | 109,262,447 | |
| | | |
Contributions | | | 160,096,398 | |
Distributions | | | (8,540,602 | ) |
Net increase in partners’ capital resulting from operations: | | | | |
| Net investment loss | | | (1,853,840 | ) |
| Net realized loss from investments, options and foreign currency | | | 2,038,564 | |
| Net unrealized gain from investments, options and foreign currency | | | 19,213,060 | |
| | | |
| | Net increase in partners’ capital resulting from operations | | | 19,397,784 | |
| | | |
Partners’ capital at December 31, 2004 | | $ | 280,216,027 | |
| | | |
Contributions | | | 51,919,080 | |
Distributions | | | (7,404,152 | ) |
Net increase in partners’ capital resulting from operations: | | | | |
| Net investment loss | | | (1,010,744 | ) |
| Net realized loss from investments, options and foreign currency | | | (59,313 | ) |
| Net unrealized gain from investments, options and foreign currency | | | 5,970,843 | |
| | | |
| | Net increase in partners’ capital resulting from operations | | | 4,900,786 | |
| | | |
Partners’ capital at June 30, 2005 | | $ | 329,631,741 | |
| | | |
See accompanying notes to financial statements.
10
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Statement of Cash Flows
| | | | | | | | | | | |
| | Six Months | | | For the Year | |
| | Ended | | | Ended | |
| | June 30, 2005 | | | December 31, 2004 | |
| | | | | | |
| | (Unaudited) | | | |
Cash flow from operating activities: | | | | | | | | |
| Net increase in partners’ capital resulting from operations | | $ | 4,900,786 | | | $ | 19,397,784 | |
| Adjustments to reconcile net increase in partners’ capital resulting from operations to net cash used in operating activities: | | | | | | | | |
| | Purchases of investments | | | (59,646,800 | ) | | | (170,502,049 | ) |
| | Proceeds from disposition of investments | | | 13,880,396 | | | | 20,517,183 | |
| | Net realized loss (gain) | | | 59,313 | | | | (2,038,564 | ) |
| | Net unrealized gain | | | (5,970,843 | ) | | | (19,213,060 | ) |
| | Accretion of bond discount | | | (5,517 | ) | | | — | |
| | Decrease (Increase) in prepaid contributions to Investment Funds | | | 9,500,000 | | | | (3,750,000 | ) |
| | Decrease (Increase) in interest and dividends receivable | | | 379,244 | | | | (562,426 | ) |
| | Increase in prepaids and other assets | | | (14,798 | ) | | | (13,017 | ) |
| | Increase in foreign currency | | | (8,745 | ) | | | — | |
| | Increase in receivable from Adviser | | | — | | | | (5,759 | ) |
| | Decrease in redemption payable | | | — | | | | (352,872 | ) |
| | Increase in management fees payable | | | 139,582 | | | | 660,580 | |
| | Increase in accounts payable and accrued expenses | | | 132,798 | | | | 205,966 | |
| | (Decrease) Increase in payable to Adviser | | | (7,644 | ) | | | 132,497 | |
| | Increase in administration fees payable | | | 10,155 | | | | 77,376 | |
| | Decrease in subscriptions received in advance | | | — | | | | (15,350,000 | ) |
| | Decrease in managed account fees payable | | | — | | | | (11,698 | ) |
| | Decrease in professional fees payable | | | — | | | | (57,000 | ) |
| | | | | | |
| | | Net cash used in operating activities | | | (36,652,073 | ) | | | (170,865,059 | ) |
| | | | | | |
Cash flow from financing activities: | | | | | | | | |
| Borrowings on line of credit | | | 7,383,000 | | | | 30,633,152 | |
| Repayments on line of credit | | | (16,536,559 | ) | | | (20,663,637 | ) |
| Contributions from partners | | | 51,919,080 | | | | 160,096,398 | |
| Distributions to partners | | | (7,404,152 | ) | | | (6,671,480 | ) |
| | | | | | |
| | | Net cash provided by financing activities | | | 35,361,369 | | | | 163,394,433 | |
| | | | | | |
Net decrease in cash and cash equivalents | | | (1,290,704 | ) | | | (7,470,626 | ) |
Cash and cash equivalents at beginning of period | | | 1,628,345 | | | | 9,098,971 | |
| | | | | | |
Cash and cash equivalents at end of period | | $ | 337,641 | | | $ | 1,628,345 | |
| | | | | | |
Supplemental disclosure of noncash activity: | | | | | | | | |
Noncash distribution of investment | | $ | — | | | $ | 1,869,122 | |
See accompanying notes to financial statements.
11
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements
June 30, 2005
(Unaudited)
The Endowment Master Fund, L.P. (the “Fund”) is a limited partnership organized under the laws of the state of Delaware. The Fund began operations in April 2003 (“Inception”). The Fund operated as an unregistered investment vehicle until March 10, 2004, at which time it registered as a nondiversified, closed-end management investment company under the Investment Company Act of 1940 (the “1940 Act”). The Fund is the master fund in a master-feeder structure in which there are currently six feeder funds.
The Fund’s investment objective is to preserve capital and to generate consistent long-term appreciation and returns across all market cycles. The Fund pursues its investment objective by investing its assets in a variety of investment vehicles including but not limited to limited partnerships and limited liability companies (collectively, the “Investment Funds”), registered investment companies and direct investments in marketable securities and derivative instruments. The Fund is a “fund of funds” and is intended to afford investors the ability to invest in a multi manager portfolio, exhibiting a variety of investment styles and philosophies, in an attempt to achieve attractive risk adjusted returns over an extended period of time. The Fund’s investments are managed by a select group of investment managers identified by the Adviser, as hereinafter defined, to have investments that when grouped with other investments of the Fund result in a portfolio that is allocated broadly across markets, asset classes, and risk profiles.
The Endowment Fund GP, L.P., a Delaware limited partnership, serves as the general partner of the Fund (the “General Partner”). To the fullest extent permitted by applicable law, the General Partner has irrevocably delegated to a board of directors (the “Board” and each member a “Director”) its rights and powers to monitor and oversee the business affairs of the Fund, including the complete and exclusive authority to oversee and establish policies regarding the management, conduct, and operation of the Fund’s business. A majority of the members of the Board are independent of the General Partner and its management. To the extent permitted by applicable law, the Board may delegate any of its rights, powers and authority to, among others, the officers of the Fund, the Adviser, or any committee of the Board.
The Board is authorized to engage an investment adviser and it has selected Endowment Advisers, L.P. (the “Adviser”), to manage the Fund’s portfolio and operations, pursuant to an investment management agreement (the “Investment Management Agreement”). The Adviser is a Delaware limited partnership that is registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”). Under the Investment Management Agreement, the Adviser is responsible for the establishment of an investment committee (the “Investment Committee”), which is responsible for developing, implementing, and supervising the Fund’s investment program subject to the ultimate supervision of the Board.
The General Partner and the Adviser are owned by Salient Endowment Enterprises, LLC, a limited liability company controlled by Messrs. Andrew B. Linbeck, Jeremy L. Radcliffe and A. Haag Sherman (“SEE”), Sanders Morris Harris Group, Inc. (“SMHG”) and John A. Blaisdell, J. Matthew Newtown, John E. Price and Adam L. Thomas (individually) and MWY Consulting, LLC, a limited liability company controlled by Mark W. Yusko (“MWY”). Such individuals, together with SEE, SMHG and MWY, are collectively referred to herein as the “Principals.” Messrs. Blaisdell, Linbeck, Sherman and Yusko are also members of the Investment Committee of the Adviser.
| |
(2) | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES |
The accompanying financial statements have been presented on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles.
12
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements (Unaudited) — (Continued)
The Fund considers all unpledged temporary cash investments with a maturity date at the time of purchase of three months or less to be cash equivalents.
| |
(c) | INVESTMENT SECURITIES TRANSACTIONS |
The Fund records security transactions on a trade-date basis.
Securities owned or sold, not yet purchased, are marked to estimated fair value at the date of the financial statements, and the corresponding unrealized gain or loss is included in the statement of operations.
Realized gains or losses on the disposition of investments are accounted for based on the first in first out (“FIFO”) method.
Distributions received from investments, whether in the form of cash or securities, are applied as a reduction of the cost of the investment.
| |
(d) | VALUATION OF INVESTMENTS |
The valuation of the Fund’s investments will be determined as of the close of business at the end of any fiscal period, generally monthly. The valuation of the Fund’s investments is generally calculated by BISYS Fund Services Ohio, Inc. (“BISYS”), the Fund’s independent administrator (the “Independent Administrator”) in consultation with the Adviser. Prior to October 14, 2004, Citco Fund Services, Ltd. served as the Fund’s independent administrator (the “Former Administrator”) and thus handled the valuation calculation for the Fund prior to such date (See footnote 7). The valuation procedures of the Fund’s underlying investments are reviewed by a committee approved by the Board that was established to oversee the valuation of the Fund’s investments (the “Valuation Committee”), in consultation with the Adviser and the Independent Administrator. The net assets of the Fund will equal the value of the total assets of the Fund, less all of its liabilities, including accrued fees and expenses.
Investments are valued as follows:
| | |
| • | INVESTMENT FUNDS — Investments in Investment Funds are ordinarily valued at the valuations provided to the Independent Administrator by the investment managers of such Investment Funds or the administrators of those Investment Funds. The Fund’s investments in Investment Funds are subject to the terms and conditions of the respective operating agreements and offering memoranda, as appropriate. The Fund’s investments in Investment Funds are carried at estimated fair value as determined by the Fund’s pro-rata interest in the net assets of each Investment Fund. Because of the inherent uncertainty of valuation, this estimated fair value may differ from the value that would have been used had a ready market for the investments in Investment Funds existed. These Investment Funds value their underlying investments in accordance with policies established by such Investment Funds. All valuations utilize financial information supplied by each Investment Fund and are net of management and estimated performance incentive fees or allocations payable to the Investment Funds’ managers pursuant to the Investment Funds’ agreements. |
|
| • | SECURITIES LISTED ON A SECURITIES EXCHANGE — In general, the Fund values listed securities at their last sales price as of the last business day of the applicable period. If no sales occurred on that date, the securities are valued at the mean between the “bid” and “asked” prices at the close of trading on that date. |
|
| • | SECURITIES LISTED ON OVER-THE-COUNTER EXCHANGES — Securities listed on over-the-counter exchanges are valued at the last reported sales price on the date of determination, if available, |
13
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements (Unaudited) — (Continued)
| | |
| | through the facilities of a recognized interdealer quotation system (such as securities in the NASDAQ National Market List) or at the NASDAQ Official Closing Price. If the last reported sales price is not available, the securities are valued at the mean between the “bid” and “asked” prices at the close of trading on that date. |
|
| • | OPTIONS — Options that are listed on a securities exchange or traded over-the-counter are valued at the mean between the closing “bid” and “asked” prices for such options on the date of determination. |
|
| • | SECURITIES NOT ACTIVELY TRADED — The value of securities, derivatives or synthetic securities that are not actively traded on an exchange shall be determined by obtaining indicative quotes from brokers that normally deal in such securities or by an unaffiliated pricing service that may use actual trade data or procedures using market indices, matrices, yield curves, specific trading characteristics of certain groups of securities, pricing models or a combination of these procedures. |
|
| • | OTHER — Where no value is readily available from an Investment Fund or other security or where a value supplied by an Investment Fund is deemed not to be indicative of the Investment Fund’s value, the Valuation Committee and/or the Board, in consultation with the Independent Administrator or the Adviser will determine, in good faith, the estimated fair value of the Investment Fund or security. |
| |
(e) | INTEREST AND DIVIDEND INCOME |
Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned on the accrual basis.
Unless voluntarily or contractually assumed by the Adviser or another party, the Fund bears all expenses incurred in its business, including, but not limited to, the following: all costs and expenses related to investment transactions and positions for the Fund’s account; legal fees; accounting, auditing and tax preparation fees; custodial fees; costs of computing the Fund’s net asset value; costs of insurance; registration expenses; certain offering costs; expenses of meetings of the partners; directors fees; all costs with respect to communications to partners; and other types of expenses as may be approved from time to time by the General Partner. Offering costs are amortized over a twelve-month period or less from the date they are incurred.
The Fund itself is not subject to federal, state, or local income taxes because such taxes are the responsibility of the individual partners in the Fund. Accordingly, no provision for income taxes has been made in the Fund’s financial statements other than withholding tax on dividend income that is allocated to the Fund’s offshore feeders.
The preparation of the financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
14
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements (Unaudited) — (Continued)
| |
(i) | ORGANIZATIONAL EXPENSES |
The Fund’s organizational expenses (the “Organizational Expenses”) were initially borne by the Adviser or an affiliate thereof and for capital account allocation purposes assumed to be reimbursed, over not more than a 60 month period of time, notwithstanding that such Organizational Expenses were expensed in accordance with generally accepted accounting principles for Fund reporting purposes upon commencement of operations (as reflected in the statement of operations).
| |
(3) | PARTNERS’ CAPITAL ACCOUNTS |
Upon receipt from an eligible investor of an application for interests (the “Interests”), which will generally be accepted as of the first day of each month, the Fund will issue new Interests. The Interests have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state. The Fund issues Interests only in private placement transactions in accordance with Regulation D or other applicable exemptions under the Securities Act. No public market exists for the Interests, and none is expected to develop. The Fund is not required, and does not intend, to hold annual meetings of its partners. The Interests are subject to substantial restrictions on transferability and resale and may not be transferred or resold except as permitted under the Fund’s limited partnership agreement (the “LP Agreement”). The Fund reserves the right to reject any applications for subscription of Interests.
| |
(b) | ALLOCATION OF PROFITS AND LOSSES |
For each fiscal period, generally monthly, net profits or net losses of the Fund are allocated among and credited to or debited against the capital accounts of all partners as of the last day of each fiscal period in accordance with the partners’ respective investment percentages for the fiscal period. Net profits or net losses are measured as the net change in the value of the net assets of the Fund, including any net change in unrealized appreciation or depreciation of investments and income, net of expenses, and realized gains or losses during a fiscal period, before giving effect to any repurchases by the Fund of Interests or portions of Interests.
| |
(c) | REDEMPTION OF INTERESTS |
A partner will not be eligible to have the Fund repurchase all or any portion of an Interest at the partner’s discretion at any time. However, the Adviser expects that it will recommend to the Board that the Fund offer to repurchase Interests each calendar quarter, pursuant to written tenders by partners. The Board retains the sole discretion to accept or reject the recommendation of the Adviser and to determine the amount, if any, that will be purchased in any tender offer that it does approve. In the event Interests are repurchased, there will be a substantial period of time between the date as of which partners must accept the Fund’s offer to repurchase their Interests and the date they can expect to receive payment for their Interests from the Fund.
| |
(4) | INVESTMENTS IN PORTFOLIO SECURITIES |
As of June 30, 2005, the Fund had investments in Investment Funds, registered investment companies and marketable securities in a separately managed account, which is managed by a sub-adviser (“Sub-Adviser”). The $1,000,000 in prepaid contribution to Investment Funds as of June 30, 2005 represents funding of a portion of the July 2005 investment in such funds. The agreements related to investments in Investment Funds provide for compensation to the Investment Funds’ managers/general partners or advisors in the form of management fees ranging from 0.25% to 2.0% of net assets annually. In addition, many Investment Funds also provide for performance incentive fees/allocations ranging from 15% to 25% of an
15
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements (Unaudited) — (Continued)
Investment Fund’s net profits, although it is possible that such ranges may be exceeded for certain investment managers. These fees and incentive fees are in addition to the management fees charged by the Fund.
In general, most of the Investment Funds in which the Fund invests, other than Investment Funds investing primarily in private equity, energy and real estate transactions, provide for periodic redemptions ranging from monthly to annually with lock up provisions usually for a period of up to four years. Investment Funds that do provide for periodic redemptions may, depending on the Investment Fund’s governing documents, have the ability to deny or delay a redemption request. For the six months ended June 30, 2005, the aggregate cost of purchases and proceeds from sales of investments were $59,646,800 and $13,880,396 respectively.
The cost of investments for Federal income tax purposes is adjusted for items of taxable income allocated to the Fund from its investments. The allocated taxable income is reported to the Fund by its investments on Schedules K-1 or 1099’s. As of June 30, 2005, the cost of the Fund’s investments was $291,361,374. Accordingly, unrealized appreciation and depreciation on investments was $42,643,140 and $3,733,121, respectively.
| |
(5) | FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK |
In the normal course of business, the Investment Funds in which the Fund invests trade various derivative securities and other financial instruments, and enter into various investment activities with off-balance sheet risk both as an investor and as a principal. The Fund’s risk of loss in these Investment Funds is limited to the value of the investment in such Investment Funds as reported by the Fund. In addition, the Fund may from time to time invest in derivative securities or other financial instruments to gain greater or lesser exposure to a particular asset class.
The Fund conducts business with various brokers for its investment activities. The clearing and depository operations for the investment activities are performed pursuant to agreements with the brokers. The Fund is subject to credit risk to the extent any broker with whom the Fund conducts business is unable to deliver cash balances or securities, or clear security transactions on the Fund’s behalf. The Fund monitors the financial condition of the brokers with which the Fund conducts business and believes the likelihood of loss under the aforementioned circumstances is remote.
| |
(7) | ADMINISTRATION AGREEMENT |
In consideration for administrative, accounting, and recordkeeping services, the Fund will pay the Independent Administrator a monthly administration fee (the “Administration Fee”) based on the month end net assets of the Fund. The Fund is charged, on an annual basis, 8 basis points on Fund net assets of up to $100 million, 7 basis points on Fund net assets between the amounts of $100 million and $250 million and 6 basis points for amounts over $250 million. The asset based fees are assessed based on month end net assets and are payable in arrears. The Independent Administrator will also provide the Fund with legal, compliance, tax, transfer agency, and other investor related services at an additional cost.
Prior to October 14, 2004, Citco Fund Services, Ltd. served as the Fund’s independent administrator. The Fund paid the Former Administrator a monthly administration fee (the “Citco Administration Fee”) based on the month end net assets of the Fund. In addition, on a monthly basis, the Fund paid an annual fee for each separately managed account.
16
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements (Unaudited) — (Continued)
The fees for Fund administration will be paid out of the Fund’s assets, which will decrease the net profits or increase the net losses of the partners in the Fund. As of June 30, 2005, the Fund had $329,631,741 in net assets. The total administration fee incurred for the six months ended June 30, 2005 was $108,208.
| |
(8) | RELATED PARTY TRANSACTIONS |
| |
(a) | INVESTMENT MANAGEMENT FEE |
In consideration of the advisory and other services provided by the Adviser to the Fund pursuant to the Investment Management Agreement, the Fund will pay the Adviser an investment management fee (the “Investment Management Fee”), equal to 1% on an annualized basis of the Fund’s net assets calculated based on the Fund’s net asset value at the end of each month, payable quarterly in arrears. The Investment Management Fee will decrease the net profits or increase the net losses of the Fund that are credited to or debited against the capital accounts of its limited partners. For the six months ended June 30, 2005, Investment Management Fees were $1,554,261.
The Fund may engage one or more placement agents (each, a “Placement Agent”) to solicit investments in the Fund. Sanders Morris Harris, Inc. (“SMH”), an affiliate of SMHG and the Adviser, has been engaged by the Fund to serve as a Placement Agent. SMH is a full-service investment banking, broker-dealer, asset management and financial services organization. A Placement Agent may engage one or more sub-placement agents. The Adviser or its affiliates may pay a fee out of their own resources to Placement Agents and sub-placement agents.
| |
(9) | INDEBTEDNESS OF THE FUND |
Pursuant to the Fund LP Agreement, the Fund may borrow up to, but not more than, 10% of net assets of the fund (at the time such borrowings were made and after taking into account the investment and/or deployment of such proceeds) for the purpose of making investments, funding redemptions and for other working capital and general Fund purposes. For purposes of the Fund’s investment restrictions and certain investment limitations under the 1940 Act, including for example, the Fund’s leverage limitations, the Fund will not “look through” Investment Funds in which the Fund invests. Investment Funds may also use leverage, whether through borrowings, futures, or other derivative products and are not subject to the Fund’s investment restrictions. However, such borrowings are without recourse to the Fund and the Fund’s risk of loss is limited to its investment in such Investment Funds. The rights of any lenders to the Fund to receive payments of interest or repayments of principal will be senior to those of the partners, and the terms of any borrowings may contain provisions that limit certain activities of the Fund.
The Fund maintains a credit facility for which the investments of the Fund serve as collateral for the facility. The maximum amount that can be borrowed is based on the value of the underlying collateral; provided, however, that the Fund’s fundamental policies provide that the Fund cannot borrow more than 10% of the value of the Fund’s net assets. As of June 30, 2005, $815,956 was outstanding under the credit facility at a current interest rate of 5.84%. The weighted average interest rate paid on the line of credit during the year was 5.34%.
17
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements (Unaudited) — (Continued)
| | | | | | | | | | | | |
| | Six Months | | | For the Year | | | April 1, 2003 | |
| | Ended | | | Ended | | | (Inception) to | |
| | June 30, 2005 | | | December 31, 2004 | | | December 31, 2003 | |
| | | | | | | | | |
| | (Unaudited) | | | | | |
Net investment loss to average partners’ capital(1) | | | (0.66) | % | | | (0.92) | % | | | (0.21) | % |
Expenses to average partners’ capital(1) | | | 1.23% | | | | 1.40% | | | | 0.55% | |
Portfolio turnover | | | 4.35% | | | | 10.29% | | | | 11.90% | |
Total return(2) | | | 1.53% | | | | 8.90% | | | | 21.66% | |
Partners’ capital, end of period | | $ | 329,631,741 | | | $ | 280,216,027 | | | $ | 109,262,447 | |
Average amount of borrowings outstanding during the period | | $ | 431,943 | | | $ | 233,334 | | | | — | |
None of the above calculations have been annualized unless otherwise indicated. An investor’s return (and operating ratios) may vary from those reflected based on different fee and expense arrangements and the timing of capital transactions.
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(1) | Ratios are calculated by dividing by average partners’ capital measured at the beginning of the first month in the period and at the end of each month during the period. The 2005 ratios have been annualized. |
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(2) | Calculated as geometrically linked monthly returns for each month in the period. |
18
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information (Unaudited)
June 30, 2005
Compensation of Directors
The Fund, The Endowment Registered Fund, L.P. and The Endowment TEI Fund, L.P. together currently pay each Independent Director an annual fee of $7,500 paid quarterly, a fee of $2,000 per Board meeting ($5,000 for an organizational Board meeting), and a $500 fee per meeting for each member on the audit committee. In the interest of retaining Independent Directors of high quality, the Board intends to periodically review such compensation and may modify it as the Board deems appropriate.
Allocation of Investments
The following chart indicates the allocation of investments among the asset classes in the Master Fund as of June 30, 2005.
| | | | | | | | |
Asset Class(1) | | Fair Value | | | % | |
| | | | | | |
Domestic Equity | | | 47,911,972 | | | | 14.51 | % |
International Equity(2) | | | 62,330,303 | | | | 18.87 | % |
Opportunistic Equity | | | 32,544,044 | | | | 9.85 | % |
Absolute Return | | | 34,312,606 | | | | 10.39 | % |
Real Estate | | | 24,800,680 | | | | 7.51 | % |
Natural Resources | | | 38,901,589 | | | | 11.78 | % |
Private Equity | | | 23,767,221 | | | | 7.20 | % |
Fixed Income | | | 15,991,025 | | | | 4.84 | % |
Enhanced Fixed Income | | | 49,711,953 | | | | 15.05 | % |
| | | | | | |
Total Investments | | | 330,271,393 | | | | 100.00 | % |
| | | | | | |
| |
(1) | The complete list of investments included in the following asset class categories are included in the schedule of investments of the Fund. |
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(2) | The International Equity asset class includes the value of a put option on the MSCI Emerging Markets Index. |
Form N-Q Filings
The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Securities and Exchange Commission Public Reference Room in Washington, DC and information regarding operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
Proxy Voting
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling 1-800-725-9456; and (ii) on the Securities and Exchange Commission website at http://www.sec.gov.
Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request, by calling 1-800-725-9456; and (ii) on the Securities and Exchange Commission website at http://www.sec.gov.
19
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information (Unaudited) — (Continued)
Additional Information
The Fund’s private placement memorandum (the “PPM”) includes additional information about directors of the Fund. The PPM is available, without charge, upon request by calling 1-800-725-9456.
Investment Management Agreement and Sub-Advisory Agreement
At a meeting of the Board held on January 16, 2004, the Board considered and approved the Investment Management Agreement between the Fund and the Adviser as well as the sub-advisory agreement between the Adviser and the Fund’s sub-adviser. In reviewing these agreements, the Board requested information, which was provided by the Adviser, that was reasonably necessary for the Board to evaluate the agreements, and was advised by counsel. Following its review, the Board concluded that the Investment Management Agreement and the sub-advisory agreement enable the Fund’s partners to obtain high quality services at a cost that is appropriate, reasonable, and in the best interests of investors based upon the following determinations, among others:
The nature, extent and quality of the advisory service to be provided. Based on the nature and quality of the services provided by the Adviser to the Fund prior to its registration as an investment company (as well as the services anticipated to be provided in the future), the Adviser’s management capabilities demonstrated with respect to the Fund, the Adviser’s management oversight process, the professional qualifications and experience of the Adviser’s investment committee, and the sub-adviser’s management capabilities, the Board concluded that the Adviser and sub-adviser are capable of providing high quality services to the Fund. The Board also concluded that the Adviser and sub-adviser would provide the same quality and quantity of investment management and related services as provided in the past, and that these services are appropriate in scope and extent in light of the Fund’s operations, the competitive landscape of the investment company business and investor needs.
The investment performance of the Fund. The Board concluded, based on comparative performance information compiled by the Adviser, that the Fund’s investment performance was competitive or superior relative to comparable funds and to its benchmark index. On the basis of the Directors’ assessment of the nature, extent and quality of investment advisory and related services to be provided or procured by the Adviser and the sub-adviser, the Directors concluded that the Adviser and sub-adviser were capable of generating a level of long-term investment performance that is appropriate in light of the Fund’s investment objective, policies and strategies and competitive with many other comparable funds.
The cost of advisory services provided and the level of profitability. On the basis of the Board’s review of the fees to be charged by the Adviser for investment advisory and related services, the Adviser’s financial information, the fees paid by the Adviser to the Fund’s sub-adviser, the Adviser’s estimated net management income resulting from its management of the Fund, and the estimated profitability of the Adviser’s relationships with the Fund, the Board concluded that the level of investment management fees and the profitability is appropriate in light of the services provided, the management fees and overall expense ratios of comparable investment companies, and the anticipated profitability of the relationship between the Fund and the Adviser. Further, on the basis of comparative information supplied by the Adviser, the Board determined that the management fees and estimated overall expense ratio of the Fund were consistent with industry averages.
The extent to which economies of scale would be realized as the Fund grows and whether fee levels reflect these economies of scale for the benefit of Fund investors. While noting that the management fees will not reduce as the level of Fund assets increases, the Board concluded that the management fees appropriately reflect the Fund’s current size, the current economic environment for the Adviser, and the competitive nature of the investment company market. In addition, the Board noted that it will have the
20
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information (Unaudited) — (Continued)
opportunity to periodically re-examine whether the Fund has achieved economies of scale, as well as the appropriateness of management fees payable to the Adviser and sub-advisory fees payable to the sub-adviser, in the future.
Benefits (such as soft dollars) to the Adviser or sub-adviser from its relationship with the Fund. The Board concluded that other benefits derived by the Adviser and sub-adviser from its relationship with the Fund, including any “soft dollar” benefits, are reasonable and fair, result from the provision of appropriate services to the Fund and investors therein, and are consistent with industry practice and the best interests of the Fund and its partners. In this regard, the Board noted that the Adviser does not realize “soft dollar” benefits from its relationship with the Fund.
Other considerations. The Board also determined that the Adviser has made a substantial commitment to the recruitment and retention of high quality personnel, and maintained the financial, compliance and operational resources reasonably necessary to manage the Fund in a professional manner that is consistent with the best interests of the Fund and its partners. The Directors also concluded that the Adviser has made a significant entrepreneurial commitment to the management and success of the Fund, reflected by various fee waivers and expense limitation measures taken with respect to the feeder funds investing in the Fund which may result in the Adviser waiving a substantial amount of fees or otherwise limiting expenses for the benefit of the Fund’s partners.
21
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Notes
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Schedule of Investments.
Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
| | | | | | | | | | |
Period | | (a) Total Number of | | (b) Average Price Paid | | (c) Total Number of | | (d) Maximum Number |
| | Shares (or Units) | | per Share (or Unit) | | Shares (or Units) | | (or Approximate Dollar |
| | Purchased | | | | Purchases as Part of | | Value) of Shares (or |
| | | | | | | | Publicly Announced | | Units) that May Yet Be |
| | | | | | | | Plans or Programs | | Purchased Under the |
| | | | | | | | | | Plans or Programs |
January 1, 2005 through January 31, 2005 | | $ | 3,000,000 | | | N/A | | N/A | | N/A |
February 1, 2005 through February 28, 2005 | | $ | - | | | N/A | | N/A | | N/A |
March 1, 2005 through March 31, 2005 | | $ | 3,491,880 | | | N/A | | N/A | | N/A |
April 1, 2005 through April 30, 2005 | | $ | - | | | N/A | | N/A | | N/A |
May 1, 2005 through May 31, 2005 | | $ | - | | | N/A | | N/A | | N/A |
June 1, 2005 through June 30, 2005 | | $ | 2,379,581 | | | N/A | | N/A | | N/A |
Total | | $ | 8,871,461 | | | | | | | |
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is (i) accumulated and communicated to the investment company’s management, including its certifying officers, to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
There were no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Exhibits.
(a)(1) Not applicable.
(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.
(a)(3) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) are furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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(Registrant) | The Endowment Master Fund, L.P. |
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By (Signature and Title) | | /s/ John A. Blaisdell |
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| | John A. Blaisdell Co-Principal Executive Officer |
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By (Signature and Title) | | /s/ Andrew B. Linbeck |
| | |
| | Andrew B. Linbeck Co-Principal Executive Officer |
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By (Signature and Title) | | /s/ A. Haag Sherman |
| | |
| | A. Haag Sherman Co-Principal Executive Officer |
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.
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By (Signature and Title) | | /s/ John A. Blaisdell |
| | |
| | John A. Blaisdell Co-Principal Executive Officer |
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By (Signature and Title) | | /s/ Andrew B. Linbeck |
| | |
| | Andrew B. Linbeck Co-Principal Executive Officer |
| | |
By (Signature and Title) | | /s/ A. Haag Sherman |
| | |
| | A. Haag Sherman Co-Principal Executive Officer |
| | |
By (Signature and Title) | | /s/ John E. Price |
| | |
| | John E. Price Principal Financial Officer |