UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
| | |
| | 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 800, HOUSTON, TX 77027 |
(Address of principal executive offices) (Zip code) |
A. HAAG SHERMAN
THE ENDOWMENT MASTER FUND, L.P.
4265 SAN FELIPE, SUITE 800, 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: 12/31/07
Date of reporting period: 12/31/07
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. Section 3507.
Item 1. | Reports to Stockholders. |
the
ENDOWMENT FUND
The Endowment Master Fund, L.P.
Shareholders’ Report
December 31, 2007
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February 14, 2008
Dear Partners,
This past year represented the most successful one in The Endowment Fund’s history.
Performance
The Fund’s performance was excellent. During 2007, Mark W. Yusko, Chief Investment Officer of Endowment Advisers, L.P. (which manages the Fund), continued to position the portfolio consistent with his “Big 5” investment themes:
| 1. | Wealth Transfer to Emerging Markets; |
| 2. | Growth of the Asian Consumer; |
| 3. | Energy and Natural Resources; |
| 4. | Japanese Reflation; and |
As significantly, Mr. Yusko added a sixth investment theme – Time to Play Defense. This theme was predicated, in part, on the significant infusion of liquidity in the markets during the early to middle part of this decade (due to easy monetary and fiscal policy in the US and the significant excess savings in many emerging markets). With this build-up of liquidity, asset values of almost all stripes – including housing, debt instruments tied to housing (particularly subprime), equities, etc. – were inflated. To mitigate these risks, the portfolio was positioned to: (a) increase absolute return (which tends to outperform equities during periods of market turbulence on the downside), (b) reduce equity exposure across the portfolio and become more hedged (particularly domestic equity), (c) increase modestly an already overweight position in energy and natural resources (which tends to perform well during a declining dollar environment) and (d) establish positions in funds that were short subprime credit and/or credit in general, along with “puts” on both the domestic and international markets (at varying times throughout the year). We began to implement this more defensive posture in 2006.
The results of these moves have been significant. The Master Fund, Registered Fund and TEI Fund generated returns in 2007 of 16.91%, 15.83% and 15.29%, respectively (net of fees and expenses), as compared with the S&P 500 index at 5.5% (including reinvested dividends) and the blended 60% S&P 500 index/40% LBIGC at 6.4%. Overall, we could not have been more pleased with the performance of the portfolio in 2007 or the positioning of the portfolio entering 2008.
Growth of the Fund
The Fund Complex experienced tremendous growth in 2007. The net assets of the Master Fund increased from $1.0 billion as of December 31, 2006 to $3.3 billion as of December 31, 2007, an increase of 230% with the number of partners increasing by 231%.
With the growth of assets, the Fund was able to gain further diversification (through a 50% increase in the number of underlying investment funds to 167), expansion of its private equity portfolio (through additional commitments) and exploration of investment opportunities in funds that would have been prohibitive just a year
earlier (given a smaller asset base). Further, the asset growth – each month in 2007 experienced positive inflows – allowed the Adviser to re-balance monthly, giving the Fund the ability to shift rather nimbly during the course of the year.
We believe that continued asset flows – and growth in the Fund – provides the Fund with excellent opportunities going forward, as the Adviser explores opportunities in both domestic and international markets (particularly private investments in emerging Asia).
Administrative / Operational
Finally, the Fund was able to provide its partners with performance and timely tax reporting in 2007. While the Adviser was not able to provide K-1s to partners by the partner’s April 15th tax filing date, the Adviser did provide a tax estimate by April 6th with final K-1s being sent to partners on June 29th. Based on feedback from partners, the K-1s – while long as most forms required to be included in an investor’s tax return had been completed on the investor’s behalf – were navigable and able to be integrated into the tax returns without undue burden on the part of investors. We believe that our tax and operational team did an excellent job in this regard.
In all, 2007 proved a successful year on many different fronts. If you have any questions or thoughts, please do not hesitate to contact any of us.
Very truly yours,
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John A. Blaisdell | | Andrew B. Linbeck | | A. Haag Sherman |
Co-Chief Executive Officer | | Co-Chief Executive Officer | | Co-Chief Executive Officer |
Reference to “The Endowment Fund” or the “Fund” includes The Endowment Master Fund, L.P. (“Master Fund”), The Endowment Registered Fund, L.P. (“Registered Fund”) and The Endowment TEI Fund, L.P. (“TEI Fund”), when appropriate.
Except for the historical information contained herein, the matters discussed in this letter may include forward-looking statements that involve risk and uncertainties, which could cause actual results to differ materially from any such forward-looking statements. The Fund undertakes no obligations to update any such forward-looking statement, whether as a result of new information, future events or otherwise.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Partners
The Endowment Master Fund, L.P.:
We have audited the accompanying statement of assets, liabilities, and partners’ capital of The Endowment Master Fund, L.P. (the “Master Fund”), including the schedule of investments, as of December 31, 2007, and the related statement of operations for the year then ended, the statement of changes in partners’ capital for each of the years in the two-year period then ended, the statement of cash flows for the year then ended, and the financial highlights for each of the years in the four-year period then ended and for the period April 1, 2003 (inception) through December 31, 2003. These financial statements and financial highlights are the responsibility of the Master Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2007, by correspondence with custodians and investees; or other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Endowment Master Fund, L.P. as of December 31, 2007, the results of its operations for the year then ended, the changes in its partners’ capital for each of the years in the two-year period then ended, the cash flows for the year then ended, and the financial highlights for each of the years in the four-year period then ended and for the period April 1, 2003 (inception) through December 31, 2003, in conformity with U.S. generally accepted accounting principles.
KPMG LLP
Columbus, Ohio
February 25, 2008
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Statement of Assets, Liabilities and Partners’ Capital
December 31, 2007
| | | |
Assets | | | |
Investments in Investment Funds, at estimated fair value (cost $749,495,063) | | $ | 1,022,938,119 |
Investments in affiliated Investment Funds, at estimated fair value (cost $1,676,529,039) | | | 1,824,485,333 |
Investments in securities, at fair value (cost $453,355,145) | | | 473,471,564 |
| | | |
Total investments | | | 3,320,895,016 |
Cash and cash equivalents | | | 50,258,707 |
Prepaid contributions to Investment Funds | | | 324,500,000 |
Interest and dividends receivable | | | 1,747,464 |
Investments receivable | | | 10,258,536 |
Prepaids and other assets | | | 95,659 |
| | | |
Total assets | | | 3,707,755,382 |
| | | |
Liabilities and Partners’ Capital | | | |
Line of credit | | | 44,057,497 |
Subscriptions received in advance | | | 329,194,452 |
Investments purchased payable | | | 30,000,000 |
Redemptions payable | | | 21,759,096 |
Management fees payable | | | 7,435,289 |
Offshore withholding tax payable | | | 3,258,739 |
Administration fees payable | | | 412,471 |
Accounts payable and accrued expenses | | | 1,669,158 |
| | | |
Total liabilities | | | 437,786,702 |
| | | |
Contributed capital | | | 2,828,452,911 |
Net unrealized appreciation from investments | | | 441,515,769 |
| | | |
Partners’ capital | | | 3,269,968,680 |
| | | |
Total liabilities and partners’ capital | | $ | 3,707,755,382 |
| | | |
See accompanying notes to financial statements.
1
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments
December 31, 2007
| | | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital |
Investments in Investment Funds | | | | | | | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies(2) | | | | | | | |
Bermuda | | | | | | | |
Private Equity (0.30% of Partners’ Capital) | | | | | | | |
Campos Verdes Ltd. | | | | $ | 9,900,000 | | |
| | | | | | | |
Total Bermuda | | | | | 9,900,000 | | |
| | | | | | | |
Cayman Islands | | | | | | | |
Absolute Return (1.61% of Partners’ Capital) | | | | | | | |
Montrica Global Opportunities Fund, L.P. | | | | | 52,639,100 | | |
Domestic Equity (0.98% of Partners’ Capital) | | | | | | | |
Tiedemann/Falconer Partners, L.P.(3) | | | | | 31,993,945 | | |
International Equity (6.51% of Partners’ Capital) | | | | | | | |
Algebris Global Financials Fund, L.P. | | | | | 37,940,000 | | |
Boyer Allan Greater China Fund, L.P. | | | | | 7,900,700 | | |
Boyer Allan Pacific Partners, L.P. | | | | | 39,952,656 | | |
SR Global Fund—Asia Portfolio (Class B, L.P.) | | | | | 20,314,730 | | |
SR Global Fund—Europe Portfolio (Class A, L.P.) | | | | | 13,353,337 | | |
SR Global Fund—International Portfolio (Class C, L.P.) | | | | | 45,821,704 | | |
SR Global Fund—Emerging Markets Portfolio (Class G, L.P.) | | | | | 26,998,758 | | |
SR Phoenicia—Phoenicia Portfolio (Class A, L.P.) | | | | | 9,790,704 | | |
Tarpon All Equities Fund, L.P.(3) | | 64,500 | | | 10,940,575 | | |
Private Equity (0.77% of Partners’ Capital) | | | | | | | |
Carlyle Japan International Partners II, L.P. | | | | | 202,159 | | |
CJIP II Co-Invest, L.P. | | | | | 44,886 | | |
Gavea Investment Fund II A, L.P.(3) | | | | | 6,747,819 | | |
India Asset Recovery Fund, L.P. | | | | | 602,846 | | |
Orchid Asia IV, L.P.(3) | | | | | 823,846 | | |
Tiger Global Private Investment Partners IV, L.P. | | | | | 9,413,354 | | |
Trustbridge Partners II, L.P. | | | | | 7,186,043 | | |
Real Estate (0.37% of Partners’ Capital) | | | | | | | |
Phoenix Asia Real Estate Investments II, L.P.(3) | | | | | 1,730,733 | | |
Wells Street Offshore Ltd. | | | | | 10,268,700 | | |
| | | | | | | |
Total Cayman Islands | | | | | 334,666,595 | | |
| | | | | | | |
Scotland | | | | | | | |
Private Equity (0.07% of Partners’ Capital) | | | | | | | |
Actis Umbrella Fund, L.P. | | | | | 2,329,536 | | |
| | | | | | | |
Total Scotland | | | | | 2,329,536 | | |
| | | | | | | |
See accompanying notes to financial statements.
2
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
December 31, 2007
| | | | | | | | |
| | Shares/ Par Value* | | Fair Value | | | % of Partners’ Capital |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies(2) (continued) | | | | | | | | |
United Kingdom | | | | | | | | |
Private Equity (0.17% of Partners’ Capital) | | | | | | | | |
Darwin Private Equity I, L.P.(3) | | | | $ | 4,392,994 | | | |
Mid Europa Fund III, L.P. | | | | | 1,172,089 | | | |
Real Estate (0.08% of Partners’ Capital) | | | | | | | | |
Benson Elliot Real Estate Partners II, L.P. | | | | | 1,854,207 | | | |
Patron Capital, L.P. II | | | | | 686,631 | | | |
Patron Capital, L.P. III | | | | | (70,563 | ) | | |
| | | | | | | | |
Total United Kingdom | | | | | 8,035,358 | | | |
| | | | | | | | |
United States | | | | | | | | |
Absolute Return (13.95% of Partners’ Capital) | | | | | | | | |
Black River Commodity Multi-Strategy Fund, LLC | | | | | 13,670,423 | | | |
Black River Global Multi-Strategy Leveraged Fund, LLC | | 15,179 | | | 18,476,085 | | | |
Courage Special Situations Fund, L.P. | | | | | 1,148,805 | | | |
Highland Credit Strategies Fund, L.P.(3) | | | | | 50,520,231 | | | |
Kenmont Onshore Fund, L.P.(3) | | | | | 22,974,269 | | | |
OZ Asia Domestic Partners, L.P.(3) | | | | | 53,839,902 | | | |
Paulson Advantage Plus, L.P.(3) | | | | | 49,657,418 | | | |
Paulson Partners Enhanced, L.P.(3) | | | | | 49,131,737 | | | |
PIPE Equity Partners, LLC(3) | | | | | 24,987,225 | | | |
PSAM WorldArb Partners, L.P.(3) | | | | | 53,203,150 | | | |
Redbrick Capital, L.P.(3)(4) | | | | | 53,696,673 | | | |
Sorin Fund, L.P.(3) | | | | | 30,387,760 | | | |
Waterstone Market Neutral Fund, L.P.(3)(4) | | | | | 34,512,285 | | | |
Domestic Equity (10.28% of Partners’ Capital) | | | | | | | | |
Bonanza Partners, L.P. | | | | | 13,662,058 | | | |
Caduceus Capital II, L.P. | | | | | 12,522,372 | | | |
CCM Small Cap Value Qualified Fund, L.P.(3) | | | | | 28,634,532 | | | |
Contrarian Equity Fund, L.P.(3) | | | | | 9,755,255 | | | |
Criterion Horizons Fund, L.P.(3) | | | | | 12,655,374 | | | |
Criterion Institutional Partners, L.P.(3) | | | | | 15,195,780 | | | |
Diamond Hill Investment Partners II, L.P.(3) | | | | | 30,913,630 | | | |
HealthCor, L.P.(3) | | | | | 34,828,106 | | | |
Leaf Investment Partners, L.P. | | | | | 14,718,084 | | | |
Renaissance Institutional Equities Fund, LLC | | | | | 34,239,969 | | | |
Samlyn Onshore Fund, L.P.(3)(4) | | | | | 26,445,230 | | | |
SCP Atlantic Fund, L.P. | | | | | 10,308,536 | | | |
SCP Sakonnet Fund, L.P.(3) | | | | | 20,409,418 | | | |
See accompanying notes to financial statements.
3
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
December 31, 2007
| | | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies(2) (continued) | | | | | | | |
United States (continued) | | | | | | | |
Domestic Equity (10.28% of Partners’ Capital) (continued) | | | | | | | |
The Raptor Global Fund, L.P.(3) | | | | $ | 50,637,395 | | |
Tiger Consumer Partners, L.P.(3) | | | | | 21,137,490 | | |
Enhanced Fixed Income (13.22% of Partners’ Capital) | | | | | | | |
Anchorage Short Credit Fund, L.P.(3) | | | | | 42,542,958 | | |
Arx Global High Yield Securities Fund I, L.P.(3) | | | | | 66,281,962 | | |
BDCM Partners I, L.P.(3) | | | | | 17,117,620 | | |
Contrarian Capital Fund I, L.P. | | | | | 60,253,289 | | |
Halcyon European Structured Opportunities Fund, L.P.(3)(4) | | | | | 40,854,588 | | |
Harbinger Capital Partners Fund I, L.P. | | | | | 92,528,649 | | |
Ore Hill Fund, L.P.(3) | | | | | 40,885,463 | | |
The Rohatyn Group Local Currency Opportunity Partners, L.P.(3)(4) | | | | | 40,743,644 | | |
Z Capital Partners I, L.P.(3) | | | | | 31,219,541 | | |
International Equity (7.88% of Partners’ Capital) | | | | | | | |
Gradient Europe Fund, L.P.(3) | | | | | 34,018,983 | | |
L-R Global Partners, L.P. | | | | | 4,529,559 | | |
Liberty Square Strategic Partners IV (Asia), L.P.(3) | | | | | 23,384,493 | | |
Middle East North Africa Opportunities Fund, L.P.(3)(4) | | 50,246 | | | 56,775,765 | | |
Monsoon India Inflection Fund, L.P. | | | | | 20,942,062 | | |
Monsoon India Inflection Fund 2, L.P.(3) | | | | | 38,842,375 | | |
Steel Partners Japan Strategic Fund, L.P. | | | | | 23,028,386 | | |
Skopos HG Fund, L.L.C. | | 100,000 | | | 11,851,657 | | |
Taiyo Fund, L.P. | | | | | 3,139,685 | | |
The Explorador Fund, L.P.(3) | | | | | 5,231,833 | | |
Torrey Pines Fund, LLC(3) | | | | | 35,948,659 | | |
Natural Resources (8.53% of Partners’ Capital) | | | | | | | |
ArcLight Energy Partners Fund IV, L.P. | | | | | 4,095,872 | | |
BP Capital Energy Equity Fund II, L.P.(3) | | | | | 52,721,334 | | |
CamCap Resources, L.P.(3) | | | | | 20,180,489 | | |
Chilton Global Natural Resources Partners, L.P. | | | | | 32,178,130 | | |
EnCap Energy Capital Fund VII-B, L.P. | | | | | 494,556 | | |
NGP Midstream & Resources, L.P. | | | | | 2,824,174 | | |
Southport Energy Plus Partners, L.P.(3) | | | | | 52,790,045 | | |
The Ospraie Fund, L.P. | | 31,528 | | | 47,168,795 | | |
Tocqueville Gold Partners, L.P. | | | | | 541,269 | | |
Treaty Oak Partners (Q.P.), L.P.(3) | | | | | 19,159,668 | | |
Velite Energy, L.P.(3) | | | | | 46,736,154 | | |
See accompanying notes to financial statements.
4
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
December 31, 2007
| | | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies(2) (continued) | | | | | | | |
United States (continued) | | | | | | | |
Opportunistic Equity (6.90% of Partners’ Capital) | | | | | | | |
Bear Stearns Emerging Markets Macro Fund, L.P. | | | | $ | 12,207,301 | | |
Corriente Partners, L.P.(3) | | | | | 25,439,200 | | |
Global Undervalued Securities Fund (Q.P.), L.P. | | | | | 51,842,345 | | |
GMO Mean Reversion Fund (Onshore) | | | | | 12,282,170 | | |
HomeField Partners, L.P.(3) | | | | | 7,949,180 | | |
Jetstream Global Institutional Fund, L.P.(3) | | | | | 33,062,256 | | |
NWI Explorer Global Macro Fund, L.P.(3) | | | | | 20,891,303 | | |
Pantera Global Macro Fund, L.P.(3) | | | | | 4,412,629 | | |
Pardus European Special Opportunities Fund, L.P.(3) | | | | | 19,602,775 | | |
Passport II, L.P. | | | | | 20,520,000 | | |
Prism Partners (Q.P.), L.P. | | | | | 17,286,804 | | |
Private Equity (7.03% of Partners’ Capital) | | | | | | | |
Advent Latin American Private Equity Fund IV-F, L.P. | | | | | 1,212,500 | | |
Audax Mezzanine Fund II, L.P. | | | | | 2,315,524 | | |
BDCM Opportunity Fund II, L.P. | | | | | 2,385,047 | | |
Brazos Equity Fund II, L.P. | | | | | 1,374,796 | | |
Capital Royalty Partners, L.P. | | | | | 1,002,346 | | |
Carlyle Partners V, L.P. | | | | | 3,282,699 | | |
Chrysalis Ventures III, L.P. | | | | | 416,353 | | |
Crosslink Crossover Fund IV, L.P. | | | | | 1,988,048 | | |
Crosslink Crossover Fund V, L.P. | | | | | 23,322,640 | | |
Dace Ventures I, L.P.(3) | | | | | 468,729 | | |
Encore Consumer Capital Fund, L.P. | | | | | 1,538,989 | | |
European Divergence Fund, L.P.(3) | | | | | 14,946,000 | | |
GMO Emerging Illiquid Fund, L.P. | | | | | 10,017,545 | | |
Harbinger Capital Partners Special Situations Fund, L.P. | | | | | 30,860,459 | | |
HealthCor Partners Fund, L.P.(3) | | | | | 161,394 | | |
Lehman Brothers Venture Partners V, L.P. | | | | | 285,793 | | |
MatlinPatterson Global Opportunities Partners III, L.P. | | | | | 1,295,990 | | |
Monomoy Capital Partners, L.P. | | | | | 1,460,408 | | |
Paulson Credit Opportunities II, L.P. | | | | | 48,631,349 | | |
Pinto America Growth Fund, L.P. | | | | | 620,822 | | |
Private Equity Investment Fund IV, L.P.(3) | | | | | 4,982,123 | | |
Q Funding III, L.P.(3) | | | | | 13,489,051 | | |
Q4 Funding, L.P.(3) | | | | | 42,168,465 | | |
See accompanying notes to financial statements.
5
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
December 31, 2007
| | | | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies(2) (continued) | | | | | | | | |
United States (continued) | | | | | | | | |
Private Equity (7.03% of Partners’ Capital) (continued) | | | | | | | | |
Sanderling Venture Partners VI Co-Investment Fund, L.P. | | | | $ | 887,150 | | | |
Sanderling Venture Partners VI, L.P. | | | | | 546,480 | | | |
Silver Lake Partners III, L.P. | | | | | 876,482 | | | |
Sterling Capital Partners II, L.P. | | | | | 1,721,247 | | | |
Sterling Capital Partners III, L.P. | | | | | 1,877,392 | | | |
Sterling Group Partners II, L.P. | | | | | 1,740,380 | | | |
Strategic Value Global Opportunities Fund I-A, L.P.(3) | | | | | 3,357,199 | | | |
The Column Group, L.P. | | | | | 105,379 | | | |
The Resolute Fund II, L.P. | | | | | 1,457,974 | | | |
Trivest Fund IV, L.P.(3) | | | | | 141,053 | | | |
Tuckerbrook SB Global Distressed Fund I, L.P.(3) | | | | | 5,737,938 | | | |
VCFA Private Equity Partners IV, L.P. | | | | | 971,648 | | | |
VCFA Venture Partners V, L.P. | | | | | 2,076,016 | | | |
Voyager Capital Fund III, L.P. | | | | | 301,246 | | | |
Real Estate (3.08% of Partners’ Capital) | | | | | | | | |
Aslan Realty Partners III, LLC | | | | | 1,721,815 | | | |
Cypress Realty VI, L.P. | | | | | 1,316,995 | | | |
ING Clarion U.S., L.P.(3) | | | | | 28,039,427 | | | |
ING Clarion Global, L.P.(3) | | | | | 12,953,741 | | | |
Legacy Partners Realty Fund II, LLC | | | | | 6,088,458 | | | |
MONY/Transwestern Mezzanine Realty Partners II, LLC | | | | | 2,138,647 | | | |
Oak Hill REIT Plus Fund, L.P.(3) | | | | | 7,260,309 | | | |
Parmenter Realty Fund III, L.P. | | | | | 5,536,518 | | | |
Wells Street Global Partners, L.P.(3) | | | | | 5,048,838 | | | |
Woodbourne Daybreak Global Fund, L.P.(3) | | | | | 30,678,356 | | | |
| | | | | | | | |
Total United States | | | | | 2,317,584,570 | | | |
| | | | | | | | |
Total Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (Cost $2,281,231,979) | | | | | 2,672,516,059 | | 81.73 | % |
| | | | | | | | |
Passive Foreign Investment Companies(2) | | | | | | | | |
Republic of Mauritius | | | | | | | | |
International Equity (0.47% of Partners’ Capital) | | | | | | | | |
India Capital Fund Ltd. A2 Shares | | 187,107 | | | 15,200,572 | | | |
Real Estate (0.10% of Partners’ Capital) | | | | | | | | |
Orbis Real Estate Fund I(3) | | | | | 3,371,920 | | | |
| | | | | | | | |
Total Republic of Mauritius | | | | | 18,572,492 | | | |
| | | | | | | | |
Total Passive Foreign Investment Corporations (Cost $8,254,711) | | | | | 18,572,492 | | 0.57 | % |
| | | | | | | | |
See accompanying notes to financial statements.
6
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
December 31, 2007
| | | | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital | |
Bermuda Exempted Mutual Fund Company(2) | | | | | | | | |
Private Equity (0.78% of Partners’ Capital) | | | | | | | | |
Highland CDO Opportunity Fund, Ltd.(3) | | 20,448 | | $ | 25,594,168 | | | |
| | | | | | | | |
Total Bermuda Exempted Mutual Fund Company (Cost $22,000,000) | | | | | 25,594,168 | | 0.78 | % |
| | | | | | | | |
Cayman Companies Limited by Shares(2) | | | | | | | | |
Absolute Return (2.11% of Partners’ Capital) | | | | | | | | |
Overseas CAP Partners, Inc.(3)(4) | | 43,222 | | | 68,745,388 | | | |
International Equity (1.54% of Partners’ Capital) | | | | | | | | |
The Russian Prosperity Fund(3) | | 1,056,068 | | | 50,395,545 | | | |
Natural Resources (0.35% of Partners’ Capital) | | | | | | | | |
Ospraie Special Opportunities (Offshore), Ltd. | | | | | 11,599,800 | | | |
| | | | | | | | |
Total Cayman Companies Limited by Shares (Cost $114,537,412) | | | | | 130,740,733 | | 4.00 | % |
| | | | | | | | |
Total Investments in Investment Funds (Cost $2,426,024,102) | | | | | 2,847,423,452 | | 87.08 | % |
| | | | | | | | |
Investments in Securities | | | | | | | | |
Investments in Registered Investment Companies | | | | | | | | |
Closed End Funds | | | | | | | | |
United States | | | | | | | | |
Agencies (0.07% of Partners’ Capital) | | | | | | | | |
Blackrock Income Opportunity Trust | | 53,000 | | | 501,910 | | | |
MFS Government Markets Income Trust | | 34,054 | | | 229,865 | | | |
MFS Intermediate Income Trust | | 280,000 | | | 1,702,400 | | | |
International Equity (0.18% of Partners’ Capital) | | | | | | | | |
The China Fund, Inc. | | 152,419 | | | 5,776,680 | | | |
Multi Sector (0.07% of Partners’ Capital) | | | | | | | | |
Aberdeen Asia-Pacific Income Fund, Inc. | | 112,300 | | | 651,340 | | | |
Putnam Premier Income Trust | | 269,802 | | | 1,672,772 | | | |
Treasuries (0.03% of Partners’ Capital) | | | | | | | | |
Western Asset/Claymore US Treasury Inflation Protected Securities Fund | | 79,800 | | | 936,054 | | | |
| | | | | | | | |
Total United States | | | | | 11,471,021 | | | |
| | | | | | | | |
Total Closed End Funds (Cost $10,735,163) | | | | | 11,471,021 | | 0.35 | % |
| | | | | | | | |
Exchange Traded Funds | | | | | | | | |
United States | | | | | | | | |
Agencies (2.70% of Partners’ Capital) | | | | | | | | |
iShares Lehman 1-3 Year Treasury Bond Fund | | 887,344 | | | 72,930,803 | | | |
iShares Lehman 20+ Year Treasury Bond Fund | | 161,306 | | | 15,008,717 | | | |
See accompanying notes to financial statements.
7
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
December 31, 2007
| | | | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital | |
Exchange Traded Funds (continued) | | | | | | | | |
United States (continued) | | | | | | | | |
Corporate (0.05% of Partners’ Capital) | | | | | | | | |
iShares Goldman Sachs InvesTop Corporate Bond Fund | | 15,400 | | $ | 1,614,536 | | | |
International Equity (1.19% of Partners’ Capital) | | | | | | | | |
iShares MSCI Brazil Index Fund | | 355,244 | | | 28,668,191 | | | |
iShares MSCI South Korea Index Fund | | 160,249 | | | 10,368,110 | | | |
Natural Resources (2.66% of Partners’ Capital) | | | | | | | | |
Energy Select Sector SPDR | | 464,970 | | | 36,895,370 | | | |
Oil Service HOLDRs Trust | | 220,900 | | | 41,754,518 | | | |
streetTRACKS Gold Shares | | 102,331 | | | 8,438,214 | | | |
| | | | | | | | |
Total United States | | | | | 215,678,459 | | | |
| | | | | | | | |
Total Exchange Traded Funds (Cost $191,605,161) | | | | | 215,678,459 | | 6.60 | % |
| | | | | | | | |
Open End Funds | | | | | | | | |
United States | | | | | | | | |
Agencies (0.19% of Partners’ Capital) | | | | | | | | |
Wasatch Hoisington US Treasury Fund | | 419,678 | | | 6,165,070 | | | |
International Equity (0.88% of Partners’ Capital) | | | | | | | | |
Fidelity Japan Smaller Companies Fund | | 1,659,906 | | | 18,308,760 | | | |
GMO Emerging Markets Fund III | | 475,003 | | | 10,459,576 | | | |
Natural Resources (2.01% of Partners’ Capital) | | | | | | | | |
BlackRock Global Resources Fund | | 579,136 | | | 33,827,347 | | | |
The Tocqueville Gold Fund | | 657,735 | | | 32,123,754 | | | |
Real Estate (1.38% of Partners’ Capital) | | | | | | | | |
Cohen & Steers Asia Pacific Realty Shares | | 214,279 | | | 2,890,627 | | | |
ING International Real Estate Fund | | 1,036,787 | | | 12,793,954 | | | |
Morgan Stanley Institutional Fund—International Real Estate Portfolio | | 1,154,849 | | | 29,402,444 | | | |
| | | | | | | | |
Total United States | | | | | 145,971,532 | | | |
| | | | | | | | |
Total Open End Funds (Cost $151,910,458) | | | | | 145,971,532 | | 4.46 | % |
| | | | | | | | |
Total Registered Investment Companies (Cost $354,250,782) | | | | | 373,121,012 | | 11.41 | % |
| | | | | | | | |
Private Corporations | | | | | | | | |
United States | | | | | | | | |
Real Estate (0.15% of Partners’ Capital) | | | | | | | | |
Net Lease Private REIT V, Inc. | | | | | 1,543,669 | | | |
Net Lease Private REIT VI, Inc. | | | | | 3,400,000 | | | |
Total United States | | | | | 4,943,669 | | | |
| | | | | | | | |
Total Private Corporations (Cost $4,943,669) | | | | | 4,943,669 | | 0.15 | % |
| | | | | | | | |
See accompanying notes to financial statements.
8
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
December 31, 2007
| | | | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital |
Fixed Income | | | | | | | | |
United States | | | | | | | | |
Treasuries (0.83% of Partners’ Capital) | | | | | | | | |
Treasury Inflation Protected Securities, 1.875%, 7/15/13 | | $ | 1,275,000 | | $ | 1,494,633 | | |
Treasury Inflation Protected Securities, 1.875%, 7/15/15 | | | 450,000 | | | 492,704 | | |
Treasury Inflation Protected Securities, 2.00%, 7/15/14 | | | 1,400,000 | | | 1,603,326 | | |
Treasury Inflation Protected Securities, 2.00%, 01/15/16 | | | 950,000 | | | 1,026,307 | | |
Treasury Inflation Protected Securities, 3.50%, 1/15/11 | | | 750,000 | | | 968,285 | | |
Treasury Inflation Protected Securities, 3.625%, 4/15/28 | | | 500,000 | | | 818,275 | | |
United States Treasury Notes, 4.125%, 5/15/15 | | | 860,000 | | | 876,864 | | |
United States Treasury Notes, 4.50%, 2/15/16 | | | 950,000 | | | 988,816 | | |
United States Treasury Notes, 4.625%, 8/31/11 | | | 750,000 | | | 785,156 | | |
United States Treasury Notes, 4.625%, 7/31/12 | | | 2,000,000 | | | 2,100,000 | | |
United States Treasury Notes, 4.625%, 11/15/16 | | | 3,625,000 | | | 3,796,339 | | |
United States Treasury Notes, 4.625%, 2/15/17 | | | 2,000,000 | | | 2,090,938 | | |
United States Treasury Notes, 4.75%, 3/31/11 | | | 750,000 | | | 786,797 | | |
United States Treasury Notes, 4.75%, 8/15/17 | | | 3,500,000 | | | 3,696,602 | | |
United States Treasury Notes, 4.875%, 8/15/09 | | | 1,050,000 | | | 1,079,039 | | |
United States Treasury Bonds, 5.25%, 2/15/29 | | | 4,000,000 | | | 4,400,312 | | |
Agencies (0.22% of Partners’ Capital) | | | | | | | | |
Overseas Private Investment Corp., 3.74%, 4/15/15 | | | 812,645 | | | 810,126 | | |
Federal Home Loan Bank, 4.20%, 3/30/11 | | | 1,000,000 | | | 999,844 | | |
Federal Home Loan Bank, 4.50%, 9/16/13 | | | 1,000,000 | | | 1,022,245 | | |
Federal Home Loan Mortgage Corp., 4.75%, 11/3/09 | | | 1,000,000 | | | 1,020,587 | | |
Federal Home Loan Mortgage Corp., 5.00%, 9/16/08 | | | 250,000 | | | 251,261 | | |
Federal National Mortgage Association, 5.00%, 4/26/17 | | | 1,000,000 | | | 1,011,317 | | |
Federal Home Loan Mortgage Corp., 5.25%, 7/18/11 | | | 1,000,000 | | | 1,050,874 | | |
Federal National Mortgage Association, 5.25%, 9/15/16 | | | 250,000 | | | 263,144 | | |
Federal National Mortgage Association, 5.375%, 7/15/16 | | | 750,000 | | | 801,124 | | |
New Valley Generation II, Series 2001, 5.572%, 5/1/20 | | | 41,163 | | | 43,933 | | |
See accompanying notes to financial statements.
9
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
December 31, 2007
| | | | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital |
Fixed Income (continued) | | | | | | | | |
United States (continued) | | | | | | | | |
Mortgage Backed Securities (0.86% of Partners’ Capital) | | | | | | | | |
Federal Home Loan Mortgage Corp., Gold Pool G11777, 5.00%, 10/1/20 | | $ | 422,292 | | $ | 422,706 | | |
Federal Home Loan Mortgage Corp., Gold Pool G18156, 5.00%, 12/1/21 | | | 455,066 | | | 455,559 | | |
Federal Home Loan Mortgage Corp., Gold Pool J064893, 5.00%, 11/1/22 | | | 1,993,102 | | | 1,995,292 | | |
Federal Home Loan Mortgage Corp., Gold Pool J03616, 5.50%, 10/1/21 | | | 428,863 | | | 434,113 | | |
Federal Home Loan Mortgage Corp., Gold Pool C01812, 5.50%, 4/1/34 | | | 254,209 | | | 254,136 | | |
Federal Home Loan Mortgage Corp., Gold Pool A52827, 5.50%, 10/1/36 | | | 237,355 | | | 236,894 | | |
Federal Home Loan Mortgage Corp., Gold Pool A58277, 5.50%, 3/1/37 | | | 991,416 | | | 989,369 | | |
Federal Home Loan Mortgage Corp., Gold Pool P20433, 6.00%, 10/1/31 | | | 429,845 | | | 436,143 | | |
Federal Home Loan Mortgage Corp., Gold Pool A53123, 6.00%, 10/1/36 | | | 246,079 | | | 249,779 | | |
Federal Home Loan Mortgage Corp., Series 3182, Class YB, 5.00%, 9/15/28 | | | 500,000 | | | 499,360 | | |
Federal Home Loan Mortgage Corp., Series 2607, Class EA, 5.00%, 11/15/32 | | | 1,003,421 | | | 982,395 | | |
Federal Home Loan Mortgage Corp., Series 3078, Class PC, 5.50%, 11/15/30 | | | 1,000,000 | | | 1,010,057 | | |
Federal Home Loan Mortgage Corp., Series R006, Class AK, 5.75%, 12/15/18 | | | 527,976 | | | 535,802 | | |
Federal Home Loan Mortgage Corp., Series 3166, Class VB, 6.00%, 3/15/17 | | | 966,656 | | | 989,008 | | |
Federal Home Loan Mortgage Corp., Series 3178, Class MC, 6.00%, 4/15/32 | | | 1,335,000 | | | 1,365,094 | | |
Federal National Mortgage Association, Pool J05384, 5.00%, 8/1/22 | | | 1,467,663 | | | 1,469,276 | | |
Federal National Mortgage Association, Pool 902291, 5.50%, 11/1/21 | | | 454,304 | | | 460,250 | | |
Federal National Mortgage Association, Pool 906151, 5.50%, 1/1/22 | | | 439,499 | | | 445,252 | | |
Federal National Mortgage Association, Pool 938195, 5.50%, 7/1/22 | | | 1,445,207 | | | 1,463,701 | | |
Federal National Mortgage Association, Pool 778316, 5.50%, 6/1/34 | | | 281,993 | | | 282,008 | | |
See accompanying notes to financial statements.
10
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
December 31, 2007
| | | | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital |
Fixed Income (continued) | | | | | | | | |
United States (continued) | | | | | | | | |
Mortgage Backed Securities (0.86% of Partners’ Capital) (continued) | | | | | | | | |
Federal National Mortgage Association, Pool 910590, 5.50%, 1/1/37 | | $ | 468,883 | | $ | 468,376 | | |
Federal National Mortgage Association, Pool 545210, 5.92%, 10/1/11 | | | 505,215 | | | 526,267 | | |
Federal National Mortgage Association, Pool 803745, 6.00%, 7/1/19 | | | 672,536 | | | 682,109 | | |
Federal National Mortgage Association, Pool 380839, 6.12%, 11/1/08 | | | 287,635 | | | 288,554 | | |
Federal National Mortgage Association, Pool 383367, 6.18%, 4/1/11 | | | 1,000,000 | | | 1,026,735 | | |
Federal National Mortgage Association, Series 2005-91, Class DA, 4.5%, 10/25/20 | | | 591,518 | | | 578,434 | | |
Federal National Mortgage Association, Series 2007-79, Class MB, 5.50%, 12/25/30 | | | 1,000,000 | | | 1,012,935 | | |
Government National Mortgage Association, Pool 782114, 5.00%, 9/15/36 | | | 451,082 | | | 444,026 | | |
Government National Mortgage Association, Pool 595824, 5.00%, 7/15/37 | | | 1,997,598 | | | 1,968,643 | | |
Government National Mortgage Association, Pool 650209, 5.50%, 2/15/36 | | | 440,505 | | | 443,764 | | |
Government National Mortgage Association, Pool 662098, 5.50%, 1/15/37 | | | 980,137 | | | 987,371 | | |
Government National Mortgage Association, Pool 669077, 5.50%, 6/15/37 | | | 959,789 | | | 966,873 | | |
Government National Mortgage Association, Pool 599514, 5.50%, 7/15/37 | | | 991,294 | | | 998,610 | | |
Government National Mortgage Association, Pool 671921, 5.50%, 7/15/37 | | | 1,472,697 | | | 1,483,566 | | |
Government National Mortgage Association, Series 2004-78, Class C, 4.66%, 4/16/29 | | | 250,000 | | | 246,887 | | |
Government National Mortgage Association, Series 2007-68, Class CG, 5.50%, 11/20/37 | | | 998,134 | | | 976,114 | | |
Collateralized Mortgage Obligations (0.38% of Partners’ Capital) | | | | | | | | |
ABN Amro Mortgage Corp, Series 2003-7, Class A2, 5.00%, 7/25/18 | | | 265,343 | | | 263,806 | | |
Alesco Preferred Funding LTD, Series 5A, Class C3, 6.31%, 12/23/34(1) | | | 200,000 | | | 176,258 | | |
See accompanying notes to financial statements.
11
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
December 31, 2007
| | | | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital |
Fixed Income (continued) | | | | | | | | |
United States (continued) | | | | | | | | |
Collateralized Mortgage Obligations (0.38% of Partners’ Capital) (continued) | | | | | | | | |
Bank of America Funding Corp., Series 2006-5, Class 2A7, 6.00%, 9/25/36 | | $ | 741,215 | | $ | 750,244 | | |
Bank of America Mortgage Securities, Series 2005-5, 5.50%, 6/25/35 | | | 294,413 | | | 294,641 | | |
Banc of America Mortgage Securities, Series 2007-1, Class 1A8, 5.75%, 3/25/37 | | | 1,000,000 | | | 1,011,350 | | |
Banc of America Mortgage Securities, Series 2007-1, Class 1A10, 5.75%, 3/25/37 | | | 1,000,000 | | | 997,402 | | |
Bear Stearns Adjustable Rate Mortgage Trust, Series 2003-1, Class 6A1, 5.04%, 4/25/33(1) | | | 102,391 | | | 102,536 | | |
Bear Stearns Adjustable Rate Mortgage Trust, Series 2003-1, Class 3A1, 5.40%, 4/25/33(1) | | | 111,349 | | | 111,013 | | |
Citicorp Mortgage Securities, Inc., Series 2006-3, Class 1A6, 6.00%, 6/25/36 | | | 413,501 | | | 398,551 | | |
Citigroup Mortgage Loan Trust, Inc., Series 2003-UST1, Class A1, 5.50%, 12/25/18 | | | 264,200 | | | 265,604 | | |
Citigroup Mortgage Loan Trust, Inc., Series 2004-HYB4, Class 3B2, 4.44%, 12/25/34(1) | | | 189,929 | | | 132,950 | | |
Citigroup Mortgage Loan Trust, Inc., Series 2005-1, Class 2A2B, 4.80%, 4/25/35(1) | | | 152,286 | | | 153,319 | | |
Countrywide Alternative Loan Trust, Series 2004-33, Class 2B1, 5.17%, 12/25/34(1) | | | 190,650 | | | 133,455 | | |
Countrywide Alternative Loan Trust, Series 2005-19CB, Class A4, 5.50%, 6/25/35 | | | 157,600 | | | 153,017 | | |
Countrywide Home Loans, Series 2003-3, Class M6, 7.83%, 7/25/32(1) | | | 10,847 | | | 3,389 | | |
Countrywide Home Loans, Series 2003-20, Class 1A14, CMO, 5.50%, 7/25/33 | | | 117,004 | | | 112,890 | | |
Countrywide Home Loans, Series 2005-HYB8, Class 4A1, 5.62%, 12/20/35(1) | | | 898,655 | | | 867,895 | | |
CS First Boston Mortgage Securities Corp., Series 2002-10, Class 1M2, 7.00%, 5/25/32 | | | 67,786 | | | 55,817 | | |
CS First Boston Mortgage Securities Corp., Series 2004-8, Class 4A4, 5.50%, 12/25/34 | | | 110,693 | | | 108,279 | | |
CS First Boston Mortgage Securities Corp., Series 2005-5, Class 4A2, 6.25 %, 7/25/35 | | | 109,214 | | | 107,004 | | |
CS First Boston Mortgage Securities Corp., Series 2005-11, Class 7A2, 6.00%, 12/25/35 | | | 194,715 | | | 190,813 | | |
See accompanying notes to financial statements.
12
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
December 31, 2007
| | | | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital |
Fixed Income (continued) | | | | | | | | |
United States (continued) | | | | | | | | |
Collateralized Mortgage Obligations (0.38% of Partners’ Capital) (continued) | | | | | | | | |
Credit Suisse Mortgage Capital Certificate, Series 2006-2, Class 4A11, 5.75%, 3/25/36 | | $ | 296,477 | | $ | 286,831 | | |
Credit Suisse Mortgage Capital Certificate, Series 2006-4, Class 3A2, 6.50%, 5/25/36 | | | 162,214 | | | 161,619 | | |
Drexel Burnham Lambert CMO Trust, Series V, Class 1, PO, 0.00%, 9/1/18 | | | 27,911 | | | 25,486 | | |
First Horizon Alternative Mortgage Securities, Series 2005-FA5, Class 3A2, 5.50%, 8/25/35 | | | 221,471 | | | 212,972 | | |
First Republic Mortgage Loan Trust, Series 2000-FRB1, Class A2, 6.28%, 6/25/30(1) | | | 156,777 | | | 156,387 | | |
GSR Mortgage Loan Trust, Series 2004-11, Class B2, 5.27%, 9/25/34(1) | | | 221,925 | | | 188,636 | | |
GSR Mortgage Loan Trust, Series 2005-5F, Class 3A3, 5.00%, 6/25/35 | | | 245,311 | | | 238,687 | | |
GSR Mortgage Loan Trust, Series 2005-9F, Class 6A2, 6.50%, 1/25/36 | | | 254,781 | | | 260,626 | | |
Harborview Mortgage Loan Trust, Series, 2004-7, Class 3A2, 4.67%, 11/19/34(1) | | | 156,301 | | | 155,540 | | |
Impac Secured Assets Corp., Series 2002-3, Class M2, 7.59%, 8/25/32(1) | | | 200,000 | | | 200,197 | | |
Impac Secured Assets Corp., Series 2003-2, Class A2, 6.00%, 8/25/33 | | | 644,878 | | | 650,924 | | |
JP Morgan Mortgage Trust, Series 2004-A1, Class 3A2, 4.99%, 02/25/34(1) | | | 170,288 | | | 167,775 | | |
JP Morgan Mortgage Trust, Series 2004-A3, Class 3A2, 4.97%, 07/25/34(1) | | | 153,034 | | | 148,599 | | |
Master Asset Securitization Trust, Series 2006-1, Class1A5, 5.75%, 5/25/36 | | | 430,325 | | | 431,616 | | |
Master Seasoned Securities Trust, Series 2004-1, Class 15B2, 6.24%, 8/25/17(1) | | | 208,025 | | | 205,912 | | |
Residential Accredit Loans, Inc., Series 2003-QS7, Class M2, 6.00%, 4/25/33 | | | 125,122 | | | 102,809 | | |
Residential Asset Funding Mortgage, Inc., Series 2002-S17, Class A1, 5.00%, 11/25/17 | | | 272,774 | | | 265,975 | | |
Residential Asset Mortgage Products, Inc., Series 2004-SL2, Class A1, 6.50%, 10/25/16 | | | 74,740 | | | 76,787 | | |
Residential Funding Mortgage Securities, Inc., Series 2002-S11, Class A1, 5.75%, 8/25/17 | | | 76,067 | | | 75,857 | | |
See accompanying notes to financial statements.
13
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
December 31, 2007
| | | | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital |
Fixed Income (continued) | | | | | | | | |
United States (continued) | | | | | | | | |
Collateralized Mortgage Obligations (0.38% of Partners’ Capital) (continued) | | | | | | | | |
Residential Funding Mortgage Securities, Inc., Series 2007-S1, Class A6, 6.00%, 1/25/37 | | $ | 496,623 | | $ | 500,881 | | |
Structured Asset Securities Corp., Series 2003-4, Class A6, 5.00%, 2/25/33 | | | 105,748 | | | 99,997 | | |
Washington Mutual, Series 2003-S11, Class 1A, 5.00%, 11/25/33 | | | 69,946 | | | 67,651 | | |
Washington Mutual, Series 2003-AR4, Class A6, 3.42%, 5/25/33 | | | 313,930 | | | 313,869 | | |
Wells Fargo Mortgage Backed Securities Trust, Series 2003-4, Class A15, 5.50%, 6/25/33 | | | 134,786 | | | 135,233 | | |
Wells Fargo Mortgage Backed Securities Trust, Series 2003-K, Class 1A2, 4.49%, 11/25/33(1) | | | 143,027 | | | 138,434 | | |
Wells Fargo Mortgage Backed Securities Trust, Series 2004-W, Class B2, 4.56%, 11/25/34(1) | | | 197,921 | | | 190,688 | | |
Wells Fargo Mortgage Backed Securities Trust, Series 2006-12, Class A17, 6.00%, 10/25/36 | | | 665,000 | | | 669,571 | | |
Corporate (0.41% of Partners’ Capital) | | | | | | | | |
Consumer (0.04% of Partners’ Capital) | | | | | | | | |
Abbott Laboratories, 5.875%, 5/15/16 | | | 500,000 | | | 522,274 | | |
Caterpillar, Inc., 5.70%, 8/15/16 | | | 500,000 | | | 508,125 | | |
IBM Corp, 5.70%, 9/14/17 | | | 400,000 | | | 413,505 | | |
Electric-Integrated (0.06% of Partners’ Capital) | | | | | | | | |
Cisco Systems, Inc., 5.50%, 2/22/16 | | | 500,000 | | | 508,485 | | |
Dominion Resources, Inc., 5.15%, 7/15/15 | | | 500,000 | | | 483,816 | | |
Duke Energy Carolinas, 5.30%, 10/1/15 | | | 500,000 | | | 498,889 | | |
Southern Power Co., 6.25%, 7/15/12 | | | 500,000 | | | 523,009 | | |
Finance (0.20% of Partners’ Capital) | | | | | | | | |
American General Finance, 4.625%, 5/15/09 | | | 645,000 | | | 643,266 | | |
Bank of America Corp., 5.375%, 8/15/11 | | | 500,000 | | | 509,921 | | |
Berkshire Hathaway Financial, 4.75%, 5/15/12 | | | 625,000 | | | 632,836 | | |
Boeing Capital Corp, 6.50%, 2/15/12 | | | 500,000 | | | 536,779 | | |
Citigroup, Inc., 5.20%, 11/3/10 | | | 500,000 | | | 482,999 | | |
General Electric Capital Corp., 5.375%, 10/20/16 | | | 500,000 | | | 506,381 | | |
General Motors Acceptance Corp., 6.125%, 1/22/08 | | | 50,000 | | | 50,007 | | |
Goldman Sachs Group, Inc., 5.45%, 11/1/12 | | | 1,000,000 | | | 1,019,461 | | |
Key Bank, NA, 5.50%, 9/17/12 | | | 1,000,000 | | | 1,016,622 | | |
Wachovia Corp, 5.70%, 8/1/13 | | | 500,000 | | | 506,372 | | |
Wells Fargo & Co., 4.625%, 8/9/10 | | | 500,000 | | | 500,388 | | |
See accompanying notes to financial statements.
14
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
December 31, 2007
| | | | | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital | |
Fixed Income (continued) | | | | | | | | | |
United States (continued) | | | | | | | | | |
Multimedia (0.03% of Partners’ Capital) | | | | | | | | | |
Comcast Cable Communications, 6.75%, 1/30/11 | | $ | 475,000 | | $ | 496,605 | | | |
Walt Disney Co., 5.625%, 9/15/16 | | | 500,000 | | | 513,515 | | | |
Natural Resources (0.02% of Partners’ Capital) | | | | | | | | | |
Valero Energy Corp., 6.875%, 4/15/12 | | | 500,000 | | | 533,526 | | | |
REIT (0.01% of Partners’ Capital) | | | | | | | | | |
Weingarten Realty Corp., 4.99%, 9/3/13 | | | 375,000 | | | 359,163 | | | |
Retail (0.02% of Partners’ Capital) | | | | | | | | | |
Costco Wholesale Corp., 5.50%, 3/15/17 | | | 500,000 | | | 504,265 | | | |
Telecom Services (0.03% of Partners’ Capital) | | | | | | | | | |
Bellsouth Telecommunications, 5.875%, 1/15/09 | | | 500,000 | | | 504,757 | | | |
Verizon Pennsylvania, Inc., 5.65%, 11/15/11 | | | 500,000 | | | 513,040 | | | |
| | | | | | | | | |
Total United States | | | | | | 88,162,104 | | | |
| | | | | | | | | |
Total Fixed Income (Cost $86,600,694) | | | | | | 88,162,104 | | 2.70 | % |
| | | | | | | | | |
Option | | | | | | | | | |
United States | | | | | | | | | |
Index (0.22% of Partners’ Capital) | | | | | | | | | |
iShares MSCI Emerging Markets Index Fund—Put Option (Strike Price $160.00, Expiration 3/20/08) | | | 459,770 | | | 7,244,779 | | | |
| | | | | | | | | |
Total United States | | | | | | 7,244,779 | | | |
| | | | | | | | | |
Total Option (Cost $7,560,000) | | | | | | 7,244,779 | | 0.22 | % |
| | | | | | | | | |
Total Investments in Securities (Cost $453,355,145) | | | | | | 473,471,564 | | 14.48 | % |
| | | | | | | | | |
Total Investments (Cost $2,879,379,247) | | | | | $ | 3,320,895,016 | | 101.56 | % |
| | | | | | | | | |
* | Shares or par value is listed for each investment if it is applicable for that investment type. |
(1) | Security is a “variable rate” bond. The rate reflected is as of December 31, 2007. |
(2) | Non-Income Producing Security. |
(3) | Affiliated investments. |
(4) | Affiliated investments for which ownership exceeds 25%. |
CMO—Collateralized Mortgage Obligation
PO—Principal Only
REIT—Real Estate Investment Trust
See accompanying notes to financial statements.
15
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Statement of Operations
Year Ended December 31, 2007
| | | | |
Investment income: | | | | |
Dividend income | | $ | 10,568,642 | |
Interest income | | | 4,148,675 | |
Interest income from affiliates | | | 137,024 | |
| | | | |
Total investment income | | | 14,854,341 | |
| | | | |
Expenses: | | | | |
Management fees | | | 20,228,629 | |
Administration fees | | | 1,131,910 | |
Legal fees | | | 458,371 | |
Professional fees | | | 947,555 | |
Custodian fees | | | 258,659 | |
Directors fees | | | 114,500 | |
Interest expense | | | 227,251 | |
Foreign tax expense | | | 3,745,790 | |
Other expenses | | | 421,618 | |
| | | | |
Total expenses | | | 27,534,283 | |
| | | | |
Net investment loss | | | (12,679,942 | ) |
| | | | |
Net realized and unrealized gain from investments: | | | | |
Net realized gain from investments | | | 7,628,487 | |
Net realized gain from investments in affiliates | | | 429,219 | |
Change in unrealized appreciation/depreciation from investments | | | 311,394,317 | |
| | | | |
Net realized and unrealized gain from investments | | | 319,452,023 | |
| | | | |
Net increase in partners’ capital resulting from operations | | $ | 306,772,081 | |
| | | | |
See accompanying notes to financial statements.
16
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Statement of Changes in Partners’ Capital
Years Ended December 31, 2007 and 2006
| | | | |
Partners’ capital at December 31, 2005 | | $ | 376,169,059 | |
Contributions | | | 613,013,510 | |
Distributions | | | (56,054,941 | ) |
Net increase in partners’ capital resulting from operations: | | | | |
Net investment loss | | | (3,515,591 | ) |
Net realized gain from investments | | | 16,884,542 | |
Change in unrealized appreciation/depreciation from investments | | | 64,798,835 | |
| | | | |
Net increase in partners’ capital resulting from operations | | | 78,167,786 | |
| | | | |
Partners’ capital at December 31, 2006 | | | 1,011,295,414 | |
| | | | |
Contributions | | | 2,045,576,644 | |
Distributions | | | (93,675,459 | ) |
Net increase in partners’ capital resulting from operations: | | | | |
Net investment loss | | | (12,679,942 | ) |
Net realized gain from investments | | | 8,057,706 | |
Change in unrealized appreciation/depreciation from investments | | | 311,394,317 | |
| | | | |
Net increase in partners’ capital resulting from operations | | | 306,772,081 | |
| | | | |
Partners’ capital at December 31, 2007 | | $ | 3,269,968,680 | |
| | | | |
See accompanying notes to financial statements.
17
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Statement of Cash Flows
Year Ended December 31, 2007
| | | | |
Cash flow from operating activities: | | | | |
Net increase in partners’ capital resulting from operations | | $ | 306,772,081 | |
Adjustments to reconcile net increase in partners’ capital resulting from operations to net cash used in operating activities: | | | | |
Purchases of investments | | | (2,105,266,502 | ) |
Proceeds from disposition of investments | | | 139,523,629 | |
Net realized gain from investments | | | (8,057,706 | ) |
Change in unrealized appreciation/depreciation from investments | | | (311,394,317 | ) |
Accretion of bond discount, net | | | (96,070 | ) |
Increase in prepaid contributions to Investment Funds | | | (247,000,000 | ) |
Increase in interest and dividends receivable | | | (1,246,373 | ) |
Increase in Investment Funds receivable | | | (10,258,536 | ) |
Increase in prepaids and other assets | | | (51,564 | ) |
Increase in investments purchased payable | | | 30,000,000 | |
Increase in management fees payable | | | 5,195,155 | |
Increase in offshore withholding tax payable | | | 2,817,455 | |
Increase in administration fees payable | | | 323,773 | |
Increase in accounts payable and accrued expenses | | | 1,519,994 | |
| | | | |
Net cash used in operating activities | | | (2,197,218,981 | ) |
| | | | |
Cash flow from financing activities: | | | | |
Borrowings on line of credit | | | 132,499,734 | |
Repayments on line of credit | | | (88,442,237 | ) |
Increase in subscriptions received in advance | | | 243,771,517 | |
Increase in redemptions payable | | | 4,012,598 | |
Contributions from partners | | | 2,045,576,644 | |
Distributions to partners | | | (93,675,459 | ) |
| | | | |
Net cash provided by financing activities | | | 2,243,742,797 | |
| | | | |
Net increase in cash and cash equivalents | | | 46,523,816 | |
Cash and cash equivalents at beginning of year | | | 3,734,891 | |
| | | | |
Cash and cash equivalents at end of year | | $ | 50,258,707 | |
| | | | |
Supplemental disclosure of cash activity: | | | | |
Cash paid for interest | | $ | 193,893 | |
See accompanying notes to financial statements.
18
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements
December 31, 2007
(1) ORGANIZATION
The Endowment Master Fund, L.P. (the “Master Fund”) is a limited partnership organized under the laws of the state of Delaware. The Master Fund began operations in April 2003 (“Inception”). The Master 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, as amended (the “1940 Act”). The Master Fund is the master fund in a master-feeder structure in which there are currently seven feeder funds.
The Master Fund’s investment objective is to preserve capital and to generate consistent long-term appreciation and returns across all market cycles. The Master 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, offshore corporations and other foreign investment vehicles (collectively, the “Investment Funds”), registered investment companies and direct investments in marketable securities and derivative instruments. The Master Fund is primarily 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 positive risk-adjusted returns over an extended period of time. The Master 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 Master Fund result in a portfolio that is allocated more 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 Master 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 Master Fund, including the complete and exclusive authority to oversee and establish policies regarding the management, conduct, and operation of the Master 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 Master 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 Master 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, as amended (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 Master Fund’s investment program subject to the ultimate supervision of the Board.
Under the Master Fund’s organizational documents, the Master Fund’s officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the Master Fund. In addition to the normal course of business, the Master Fund enters into contracts with service providers, which also provide for indemnifications by the Master Fund. The Master Fund’s maximum exposure under these arrangements is unknown, as this would involve any future potential claims that may be made against the Master Fund. However, based on experience, the Master Fund expects that risk of loss to be remote.
19
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2007
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
(a) BASIS OF ACCOUNTING
The accounting and reporting policies of the Master Fund conform with U.S. generally accepted accounting principles (“GAAP”).
(b) CASH EQUIVALENTS
The Master 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 Master Fund records security transactions on a trade-date basis.
Securities that are held by the Master Fund, including those that have been sold but not yet purchased, are marked to estimated fair value at the date of the financial statements, and the corresponding change in unrealized appreciation/depreciation 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.
(d) VALUATION OF INVESTMENTS
The valuation of the Master 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 Master Fund’s investments is calculated by Citi Fund Services Ohio, Inc. (“Citi”), the Master Fund’s independent administrator (the “Independent Administrator”) in consultation with the Adviser. The valuation procedures of the Master Fund’s underlying investments are reviewed by a committee approved by the Board that was established to oversee the valuation of the Master Fund’s investments (the “Valuation Committee”), in consultation with the Adviser and the Independent Administrator. The net assets of the Master Fund will equal the value of the total assets of the Master Fund, less all of its liabilities, including accrued fees and expenses.
Investments held by the Master Fund are valued as follows:
| • | | INVESTMENT FUNDS—Investments in Investment Funds are ordinarily carried at estimated fair value based on the valuations provided to the Independent Administrator by the investment managers of such Investment Funds or the administrators of such Investment Funds. 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. 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. The Master Fund’s investments in Investment Funds are subject to the terms and conditions of the respective operating agreements and offering memoranda of such Investment Funds, as appropriate. |
20
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2007
| • | | SECURITIES LISTED ON A SECURITIES EXCHANGE—Securities listed 1) on one or more of the national securities exchanges or the OTC Bulletin Board are valued at the last reported sales price on the date of determination; and 2) on the Nasdaq Stock Market are valued at the Nasdaq Official Closing Price (“NOCP”), at the close of trading on the exchanges or markets where such securities are traded for the business day as of which such value is being determined. If the last reported sales price or the NOCP is not available, the securities are valued at the mean between the “bid” and “ask” prices at the close of trading on that date. Securities traded on a foreign securities exchange will generally be valued at their closing prices on the exchange where such securities are primarily traded and translated into U.S. dollars at the current exchange rate. If an event occurs between the close of the foreign exchange and the computation of the Master Fund’s net asset value that would materially affect the value of the security and the net asset value of the Master Fund, the value of such security and the net asset value of the Master Fund will be adjusted to reflect the change in the estimated value of the security. |
| • | | OPTIONS—Options that are listed on a securities exchange or traded over-the-counter are valued at the mean between the closing “bid” and “ask” 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) INVESTMENT INCOME
Generally, the values of the investments in Investment Funds are determined whereby the Master Fund records the investment at its acquisition cost and the value is adjusted to reflect the Master Fund’s share of the income or loss (including realized gains and losses) and additional contributions or withdrawals from the Investment Funds. In general, distributions received from Investment Funds are accounted for as a reduction to cost and any proceeds received above the cost basis results in a realized gain. The net changes in unrealized appreciation or depreciation of investments in Investment Funds is reflected in the value of the Investment Funds.
For investments in securities, dividend income is recorded on the ex-dividend date. Interest income is recorded as earned on the accrual basis and includes amortization or accretion of premiums or discounts.
(f) FUND EXPENSES
Unless otherwise voluntarily or contractually assumed by the Adviser or another party, the Master 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 Master Fund’s account; legal fees; accounting, auditing and tax preparation fees; recordkeeping and custodial fees; costs of computing the Master Fund’s net asset value; fees for data and software providers; research expenses; costs of insurance; registration expenses; certain offering costs; expenses of meetings of the partners; directors fees; all costs with respect to communications to partners;
21
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2007
transfer taxes and taxes withheld on non-US dividends; interest and commitment fees on loans and debit balances; and other types of expenses as may be approved from time to time by the Board. Offering costs are amortized over a twelve-month period or less from the date they are incurred.
(g) INCOME TAXES
The Master Fund itself is not subject to income taxes because such taxes are the responsibility of the individual partners in the Master Fund. Accordingly, no provision for income taxes has been made in the Master Fund’s financial statements.
(h) USE OF ESTIMATES
The preparation of the financial statements in accordance with GAAP 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.
(i) ORGANIZATIONAL EXPENSES
The Master 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 GAAP for Master Fund reporting purposes upon commencement of operations.
(j) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
During July 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Master Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold and that would result in a tax benefit or expense to the Master Fund would be recorded as a tax benefit or expense in the current year. The Master Fund adopted FIN 48 during the current fiscal period and it was applied to all open tax years as of December 31, 2007. As a result, the Master Fund recognized no tax liability for unrecognized tax benefits in connection with the adoption of FIN 48. A reconciliation is not provided herein, as the beginning and ending amounts of unrecognized benefits are zero, with no interim additions, reductions or settlements. Tax years 2004 through present remain subject to examination by the U.S. taxing authorities.
During September 2006, the FASB issued Statement on Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”). This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS 157 applies to fair value measurements already required or permitted by existing standards. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current GAAP from the application of SFAS 157 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value
22
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2007
measurements. Management does not believe that the adoption of SFAS 157 will impact the Master Fund’s financial statements. However, additional disclosures may be required about the inputs used in determining the measurements and the effect of certain measurements on changes in net assets for the period.
(3) PARTNERS’ CAPITAL ACCOUNTS
(a) ISSUANCE OF INTERESTS
Upon receipt from an eligible investor of an initial or additional application for interests (the “Interests”), which will generally be accepted as of the first day of each month, the Master 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 Master 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 Master 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 Master Fund’s limited partnership agreement (the “LP Agreement”). The Master 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 Master 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 capital account ownership percentage for the fiscal period. Net profits or net losses are measured as the net change in the value of the net assets of the Master 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. Net profits or net losses are allocated after giving effect for any initial or additional applications for Interests, which generally occur at the beginning of the month or any repurchases of Interests.
(c) REPURCHASE OF INTERESTS
A partner will not be eligible to have the Master 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 Master 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 Master Fund’s offer to repurchase their Interests and the date they can expect to receive payment for their Interests from the Master Fund.
(4) INVESTMENTS IN PORTFOLIO SECURITIES
As of December 31, 2007, the Master Fund had investments in Investment Funds, registered investment companies, options and marketable securities in a separately managed account, which is managed by a sub-adviser (“Sub-Adviser”). The $324,500,000 in prepaid contribution to Investment Funds as of December 31, 2007 represents funding of a portion of the January 2008 investment in such funds. The agreements related to investments in Investment Funds provide for compensation to the Investment Funds’ managers/general partners
23
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2007
or advisers in the form of management fees ranging up to 2.5% of net assets annually. In addition, many Investment Funds also provide for performance incentive fees/allocations ranging up to 25% of an 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 Master Fund.
In general, most of the Investment Funds in which the Master 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 year ended December 31, 2007, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were $2,049,403,339 and $81,264,711, respectively.
At December 31, 2007, the Master Fund’s investments in certain Investment Funds were deemed to be investments in affiliated issuers under the 1940 Act. A listing of these affiliated Investment Funds (including 2007 activity) is shown below:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | 2007 Activity | | | | | 2007 Activity |
Investment Funds | | Shares 12/31/2006 | | Shares 12/31/2007 | | Fair Value 12/31/2006 | | Cost of Purchases | | Cost of Sales* | | Appreciation/ (Depreciation) | | | Fair Value 12/31/2007 | | Interest Income | | Realized Gain/(Loss) |
Anchorage Short Credit Fund, L.P. | | | | | | | — | | $ | 40,000,000 | | | | $ | 2,542,958 | | | $ | 42,542,958 | | | | |
ARX Global High Yield Securities Fund I, L.P. | | | | | | $ | 27,107,213 | | | 40,000,000 | | | | | (825,251 | ) | | | 66,281,962 | | | | |
BDCM Partners I, L.P. | | | | | | | 19,141,295 | | | — | | | | | (2,023,675 | ) | | | 17,117,620 | | | | |
BP Capital Energy Equity Fund II, L.P. | | | | | | | 24,242,161 | | | 19,000,000 | | | | | 9,479,173 | | | | 52,721,334 | | | | |
CamCap Resources, L.P. | | | | | | | — | | | 20,000,000 | | | | | 180,489 | | | | 20,180,489 | | | | |
CCM Small Cap Value Qualified Fund, L.P. | | | | | | | 970,212 | | | 27,000,000 | | | | | 664,320 | | | | 28,634,532 | | | | |
Contrarian Equity Fund, L.P. | | | | | | | 8,706,040 | | | 3,000,000 | | | | | (1,950,785 | ) | | | 9,755,255 | | | | |
Corriente Partners, L.P. | | | | | | | — | | | 25,000,000 | | | | | 439,200 | | | | 25,439,200 | | | | |
Criterion Horizons Fund, L.P. | | | | | | | 2,053,974 | | | 10,000,000 | | | | | 601,400 | | | | 12,655,374 | | | | |
Criterion Institutional Partners, L.P. | | | | | | | 12,459,261 | | | — | | | | | 2,736,519 | | | | 15,195,780 | | | | |
Dace Ventures I, L.P. | | | | | | | — | | | 528,824 | | | | | (60,095 | ) | | | 468,729 | | | | |
Darwin Private Equity I, L.P. | | | | | | | — | | | 4,718,270 | | | | | (325,276 | ) | | | 4,392,994 | | | | |
Diamond Hill Investment Partners II, L.P. | | | | | | | | | | 30,000,000 | | | | | 913,630 | | | | 30,913,630 | | | | |
European Divergence Fund, L.P. | | | | | | | — | | | 15,000,000 | | | | | (54,000 | ) | | | 14,946,000 | | | | |
Gavea Investment Fund II A, L.P. | | | | | | | — | | | 6,500,000 | | | | | 247,819 | | | | 6,747,819 | | | | |
Gradient Europe Fund, L.P.** | | | | | | | 17,220,783 | | | 20,000,000 | | | | | (3,201,800 | ) | | | 34,018,983 | | | | |
Halcyon European Structured Opportunities Fund, L.P. | | | | | | | — | | | 40,000,000 | | | | | 854,588 | | | | 40,854,588 | | | | |
HealthCor, L.P.** | | | | | | | 20,826,218 | | | 10,000,000 | | | | | 4,001,888 | | | | 34,828,106 | | | | |
HealthCor Partners Fund, L.P. | | | | | | | — | | | 335,135 | | | | | (173,741 | ) | | | 161,394 | | | | |
Highland CDO Opportunity Fund, Ltd.* | | 10,448 | | 20,448 | | | 14,572,432 | | | 10,000,000 | | | | | 1,021,736 | | | | 25,594,168 | | | | |
Highland Credit Strategies Fund, L.P. | | | | | | | 22,419,923 | | | 25,000,000 | | | | | 3,100,308 | | | | 50,520,231 | | | | |
HomeField Partners, L.P. | | | | | | | 3,111,359 | | | 4,000,000 | | | | | 837,821 | | | | 7,949,180 | | | | |
ING Clarion Global, L.P. | | | | | | | 3,105,310 | | | 9,500,000 | | | | | 348,431 | | | | 12,953,741 | | | | |
ING Clarion US, L.P. | | | | | | | 15,474,554 | | | 13,000,000 | | | | | (435,127 | ) | | | 28,039,427 | | | | |
Jetstream Global Institutional Fund, L.P.** | | | | | | | 9,171,114 | | | 15,000,000 | | | | | 8,891,142 | | | | 33,062,256 | | | | |
Kenmont Onshore Fund, L.P. | | | | | | | — | | | 25,000,000 | | | | | (2,025,731 | ) | | | 22,974,269 | | | | |
Liberty Square Strategic Partners IV (Asia), L.P. | | | | | | | — | | | 25,000,000 | | | | | (1,615,507 | ) | | | 23,384,493 | | | | |
Middle East North Africa Opportunities Fund, L.P.* | | | | 50,246 | | | — | | | 50,000,000 | | | | | 6,775,765 | | | | 56,775,765 | | | | |
Monsoon India Inflection Fund 2, L.P. | | | | | | | 19,477,151 | | | — | | | | | 19,365,224 | | | | 38,842,375 | | | | |
NWI Explorer Global Macro Fund, L.P. | | | | | | | — | | | 20,000,000 | | | | | 891,303 | | | | 20,891,303 | | | | |
Oak Hill REIT Plus Fund, L.P. | | | | | | | — | | | 7,000,000 | | | | | 260,309 | | | | 7,260,309 | | | | |
Orbis Real Estate Fund I | | | | | | | 906,511 | | | 2,763,557 | | | | | (298,148 | ) | | | 3,371,920 | | | | |
Orchid Asia IV, L.P. | | | | | | | — | | | 873,846 | | | | | (50,000 | ) | | | 823,846 | | | | |
Ore Hill Fund, L.P. | | | | | | | 22,053,600 | | | 19,000,000 | | | | | (168,137 | ) | | | 40,885,463 | | | | |
Overseas CAP Partners, Inc.* | | 16,703 | | 43,222 | | | 21,786,027 | | | 40,000,000 | | | | | 6,959,361 | | | | 68,745,388 | | | | |
OZ Asia Domestic Partners, L.P. | | | | | | | 13,105,524 | | | 38,000,000 | | | | | 2,734,378 | | | | 53,839,902 | | | | |
Pantera Global Macro Fund, L.P. | | | | | | | 3,816,024 | | | — | | | | | 596,605 | | | | 4,412,629 | | | | |
Pardus European Special Opportunities Fund, L.P. | | | | | | | 16,317,937 | | | 10,000,000 | | | | | (6,715,162 | ) | | | 19,602,775 | | | | |
Paulson Advantage Plus, L.P. | | | | | | | — | | | 30,500,000 | | | | | 19,157,418 | | | | 49,657,418 | | | | |
24
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2007
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | 2007 Activity | | | | | 2007 Activity |
Investment Funds | | Shares 12/31/2006 | | Shares 12/31/2007 | | Fair Value 12/31/2006 | | Cost of Purchases | | Cost of Sales* | | Appreciation/ (Depreciation) | | | Fair Value 12/31/2007 | | Interest Income | | Realized Gain/(Loss) |
Paulson Partners Enhanced, L.P. | | | | | | | — | | $ | 30,000,000 | | | | | $ | 19,131,737 | | | $ | 49,131,737 | | | | | | |
Phoenix Asia Real Estate Investments II, L.P. | | | | | | | — | | | 2,480,115 | | | | | | (749,382 | ) | | | 1,730,733 | | | | | | |
PIPE Equity Partners, LLC | | | | | | $ | 22,467,620 | | | 1,000,000 | | | | | | 1,519,605 | | | | 24,987,225 | | | | | | |
Private Equity Investment Fund IV, L.P. | | | | | | | 2,726,730 | | | 2,363,608 | | $ | 369,158 | | | 260,943 | | | | 4,982,123 | | $ | 137,024 | | $ | 427,349 |
PSAM WorldArb Partners, L.P. | | | | | | | 20,836,591 | | | 32,000,000 | | | | | | 366,559 | | | | 53,203,150 | | | | | | |
Q Funding III, L.P. | | | | | | | 7,064,943 | | | 6,198,490 | | | | | | 225,618 | | | | 13,489,051 | | | | | | |
Q4 Funding, L.P. | | | | | | | — | | | 42,263,515 | | | | | | (95,050 | ) | | | 42,168,465 | | | | | | |
Redbrick Capital, L.P. | | | | | | | 9,423,747 | | | 46,000,000 | | | | | | (1,727,074 | ) | | | 53,696,673 | | | | | | |
Samlyn Onshore Fund, L.P. | | | | | | | — | | | 23,000,000 | | | | | | 3,445,230 | | | | 26,445,230 | | | | | | |
SCP Sakonnet Fund, L.P. | | | | | | | — | | | 20,000,000 | | | | | | 409,418 | | | | 20,409,418 | | | | | | |
Sorin Fund, L.P. | | | | | | | — | | | 30,000,000 | | | | | | 387,760 | | | | 30,387,760 | | | | | | |
Southport Energy Plus Partners, L.P. | | | | | | | 8,282,148 | | | 37,000,000 | | | | | | 7,507,897 | | | | 52,790,045 | | | | | | |
Strategic Value Global Opportunities Fund I-A, L.P. | | | | | | | 1,506,034 | | | 4,500,000 | | | 2,419,723 | | | (229,112 | ) | | | 3,357,199 | | | | | | |
Tarpon All Equities Fund, L.P.* | | | | 64,500 | | | — | | | 10,030,277 | | | 26,536 | | | 936,834 | | | | 10,940,575 | | | | | | 1,870 |
The Explorador Fund, L.P. | | | | | | | 4,678,958 | | | — | | | | | | 552,875 | | | | 5,231,833 | | | | | | |
The Raptor Global Fund, L.P. | | | | | | | 20,245,357 | | | 35,000,000 | | | | | | (4,607,962 | ) | | | 50,637,395 | | | | | | |
The Rohatyn Group Local Currency Opportunity Partners, L.P. | | | | | | | 13,511,241 | | | 25,000,000 | | | | | | 2,232,403 | | | | 40,743,644 | | | | | | |
The Russian Prosperity Fund* | | 286,934 | | 1,056,068 | | | 11,764,278 | | | 35,000,000 | | | | | | 3,631,267 | | | | 50,395,545 | | | | | | |
Tiedemann/Falconer Partners, L.P. | | | | | | | 9,526,947 | | | 21,000,000 | | | | | | 1,466,999 | | | | 31,993,945 | | | | | | |
Tiger Consumer Partners, L.P. | | | | | | | 11,896,164 | | | 10,000,000 | | | | | | (758,674 | ) | | | 21,137,490 | | | | | | |
Torrey Pines Fund, LLC | | | | | | | 17,193,159 | | | 15,000,000 | | | | | | 3,755,500 | | | | 35,948,659 | | | | | | |
Treaty Oak Partners (Q.P.), L.P. | | | | | | | 14,868,949 | | | 500,000 | | | | | | 3,790,719 | | | | 19,159,668 | | | | | | |
Trivest Fund IV, L.P. | | | | | | | — | | | 191,053 | | | | | | (50,000 | ) | | | 141,053 | | | | | | |
Tuckerbrook SB Global Distressed Fund I, L.P. | | | | | | | — | | | 5,780,438 | | | | | | (42,500 | ) | | | 5,737,938 | | | | | | |
Velite Energy, L.P. | | | | | | | 14,642,829 | | | 26,000,000 | | | | | | 6,093,325 | | | | 46,736,154 | | | | | | |
Waterstone Market Neutral Fund, L.P. | | | | | | | — | | | 35,000,000 | | | | | | (487,715 | ) | | | 34,512,285 | | | | | | |
Wells Street Global Partners, L.P. | | | | | | | 4,173,451 | | | 750,000 | | | | | | 125,387 | | | | 5,048,838 | | | | | | |
Woodbourne Daybreak Global Fund, L.P. | | | | | | | — | | | 32,000,000 | | | | | | (1,321,644 | ) | | | 30,678,356 | | | | | | |
Z Capital Partners I, L.P. | | | | | | | — | | | 34,000,000 | | | | | | (2,780,459 | ) | | | 31,219,541 | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Investment Funds | | 314,085 | | 1,234,484 | | $ | 492,853,769 | | $ | 1,217,777,128 | | $ | 2,815,417 | | $ | 116,669,853 | | | $ | 1,824,485,333 | | $ | 137,024 | | $ | 429,219 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
* | Sales include return of capital |
** | Voting rights were waived during the year for these investments |
The cost of the Master Fund’s underlying investments for Federal income tax purposes is adjusted for items of taxable income allocated to the Master Fund from such investments. The allocated taxable income is generally reported to the Master Fund by its underlying investments on Schedules K-1, Forms 1099 or PFIC statements.
The underlying investments generally do not provide the Master Fund with tax reporting information until well after year end and as a result, the Master Fund is unable to calculate the year end tax cost of its investments until after year end, when the Master Fund’s tax return is completed. The book cost and tax cost of the Master Fund’s investments as of December 31, 2006 was $905,482,597 and $973,854,575, respectively. The Master Fund’s book cost as of December 31, 2007 was $2,879,379,247 resulting in an accumulated net unrealized appreciation of $441,515,769 consisting of $483,419,013 in gross unrealized appreciation and $41,903,244 in gross unrealized depreciation.
(5) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
In the normal course of business, the Investment Funds in which the Master 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 Master Fund’s risk of loss in these Investment Funds is
25
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2007
limited to the value of the investment in, or commitment to, such Investment Funds. In addition, the Master Fund may from time to time invest directly in derivative securities or other financial instruments to gain greater or lesser exposure to a particular asset class.
(6) DUE FROM BROKERS
The Master Fund conducts business with brokers for its investment activities. The clearing and depository operations for the investment activities are performed pursuant to agreements with the brokers. The Master Fund is subject to credit risk to the extent any broker with whom the Master Fund conducts business is unable to deliver cash balances or securities, or clear security transactions on the Master Fund’s behalf. The Master Fund monitors the financial condition of the brokers with which the Master 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 Master Fund will pay the Independent Administrator a monthly administration fee (the “Administration Fee”) based on the month end net assets of the Master Fund. The Master Fund is charged, on an annual basis, 8 basis points on Master Fund net assets of up to $100 million, 7 basis points on Master 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 monthly in arrears. The Independent Administrator will also provide the Master Fund with legal, compliance, transfer agency, and other investor related services at an additional cost.
The fees for Master Fund administration will be paid out of the Master Fund’s assets, which will decrease the net profits or increase the net losses of the partners in the Master Fund. As of December 31, 2007, the Master Fund had $3,269,968,680 in net assets. The total administration fee incurred for the year ended December 31, 2007 was $1,131,910.
(8) RELATED PARTY TRANSACTIONS
(a) INVESTMENT MANAGEMENT FEE
In consideration of the advisory and other services provided by the Adviser to the Master Fund pursuant to the Investment Management Agreement, the Master Fund will pay the Adviser an investment management fee (the “Investment Management Fee”), equal to 1.00% on an annualized basis of the Master Fund’s net assets calculated based on the Master 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 Master Fund that are credited to or debited against the capital accounts of its limited partners. For the year ended December 31, 2007, $20,228,629 was incurred for Investment Management Fees.
(b) PLACEMENT AGENTS
The Master Fund may engage one or more placement agents (each, a “Placement Agent”) to solicit investments in the Master Fund. Sanders Morris Harris, Inc. (“SMH”), an affiliate of the General Partner and the Adviser, has been engaged by the Master 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.
26
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2007
(9) INDEBTEDNESS OF THE FUND
As a fundamental policy, the Master Fund may borrow up to, but not more than, 25% (see Supplemental Information, Proposal No. 4) of the net assets of the Master 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 Master Fund purposes. For purposes of the Master Fund’s investment restrictions and certain investment limitations under the 1940 Act, as amended, including for example, the Master Fund’s leverage limitations, the Master Fund will not “look through” Investment Funds in which the Master Fund invests. Investment Funds may also use leverage, whether through borrowings, futures, or other derivative products and are not subject to the Master Fund’s investment restrictions. However, such borrowings by Investment Funds are without recourse to the Master Fund and the Master Fund’s risk of loss is limited to its investment in such Investment Funds, other than for some Investment Funds in which the Master Fund has made a capital commitment. For some Investment Funds in which the Master Fund has made a capital commitment that will be funded over a period of time, such as private equity and real estate funds, the Master Fund, in certain instances, may commit to fund more than its initial capital commitment. The rights of any lenders to the Master 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 Master Fund.
The Master Fund maintains a credit facility for which the investments of the Master 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 Master Fund’s fundamental policies provide that the Master Fund cannot borrow more than 25% of the value of the Master Fund’s net assets. As of December 31, 2007, $44,057,497 was outstanding under the credit facility at a current rate of 4.75%. The weighted average interest rate paid on the line of credit during the year was 6.50%.
(10) FINANCIAL HIGHLIGHTS
| | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, 2007 | | | Year ended December 31, 2006 | | | Year ended December 31, 2005 | | | Year ended December 31, 2004 | | | Period April 1, 2003 (Inception) to December 31, 2003 | |
Net investment loss to average partners’ capital1 | | | (0.63 | )% | | | (0.61 | )% | | | (0.44 | )% | | | (0.92 | )% | | | (0.26 | )% |
Expenses to average partners’ capital 1,3 | | | 1.37 | % | | | 1.24 | % | | | 1.28 | % | | | 1.51 | % | | | 0.66 | % |
Portfolio Turnover | | | 4.19 | % | | | 15.31 | % | | | 12.65 | % | | | 10.29 | % | | | 11.90 | % |
Total Return2 | | | 16.91 | % | | | 12.37 | % | | | 10.40 | % | | | 8.90 | % | | | 21.66 | % |
Partners’ capital, end of period | | $ | 3,269,968,680 | | | $ | 1,011,295,414 | | | $ | 376,169,059 | | | $ | 280,216,027 | | | $ | 109,262,447 | |
Average amount of borrowings outstanding during the period | | $ | 2,984,635 | | | $ | 838,809 | | | $ | 762,381 | | | $ | 233,334 | | | | — | |
An investor’s return (and operating ratios) may vary from those reflected based on different fee arrangements and the timing of capital transactions.
1 | Ratios are calculated by dividing the indicated amount by average partners’ capital measured at the end of each month during the period. The 2003 ratios have been annualized. |
27
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2007
2 | Calculated as geometrically linked monthly returns for each month in the period. Performance prior to March 10, 2004 reflects pre-registration performance; thus returns may have differed had the Master Fund been subject to the regulations of the 1940 Act since Inception. |
3 | Expense ratios do not include expenses of underlying Investment Funds. |
(11) SUBSEQUENT EVENT
The Adviser recommended to the Board that a tender offer in an amount of up to $326,000,000 be made, based on the projected March 31, 2008 net asset value of the Master Fund, to those partners who elect to tender their Interests prior to the expiration of the tender offer period. The Board approved such recommendation and a tender offer notice expiring February 29, 2008 was sent out to the partners in the Master Fund.
28
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information
December 31, 2007
(Unaudited)
Directors and Officers
The Master Fund’s operations are managed under the direction and oversight of the Board. Each Director serves for an indefinite term or until he or she reaches mandatory retirement, if any, as established by the Board. The Board appoints the officers of the Master Fund who are responsible for the Master Fund’s day-to-day business decisions based on policies set by the Board. The officers serve at the pleasure of the Board.
The Directors and officers of the Master Fund may also be directors or officers of some or all of the other registered investment companies managed by the Adviser or its affiliates (the “Fund Complex”). The tables below show, for each Director and officer, his or her full name, address and age (as of December 31, 2007), the position held with the Master Fund, the length of time served in that position, his or her principal occupations during the last five years, the number of portfolios in the Fund Complex overseen by the Director, and other directorships held by such Director.
Interested Directors
| | | | | | | | | | |
Name, Address and Age | | Position(s) Held with the Master Fund | | Length of Time Served | | Principal Occupation(s) During the Past 5 Years | | Number��of Portfolios in Fund Complex(2) Overseen by Director | | Other Directorships Held by Director |
John A. Blaisdell(1) Age: 47 Address: c/o The Endowment Master Fund L.P. 4265 San Felipe, Suite 800, Houston, Texas 77027 | | Director, Co- Principal Executive Officer | | Since January 2004 | | Member, Investment Committee of the Adviser, since January 2004; Managing Director of Salient, since December 2002; Chief Executive Officer of Wincrest Ventures, L.P., 1997-2002. | | 3 | | 0 |
Andrew B. Linbeck(1) Age: 43 Address: c/o The Endowment Master Fund L.P. 4265 San Felipe, Suite 800, Houston, Tx 77027 | | Director, Co- Principal Executive Officer | | Since January 2004 | | Member, Investment Committee of the Adviser, since January 2004; Managing Director of Salient, since August 2002; Partner and executive officer of The Redstone Companies, L.P. and certain affiliates thereof (collectively, “Redstone”), 1998-2002. | | 3 | | 0 |
29
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
December 31, 2007
(Unaudited)
| | | | | | | | | | |
Name, Address and Age | | Position(s) Held with the Master Fund | | Length of Time Served | | Principal Occupation(s) During the Past 5 Years | | Number of Portfolios in Fund Complex(2) Overseen by Director | | Other Directorships Held by Director |
A. Haag Sherman(1) Age: 42 Address: c/o The Endowment Master Fund L.P. 4265 San Felipe, Suite 800, Houston, Tx 77027 | | Director, Co- Principal Executive Officer | | Since January 2004 | | Member, Investment Committee of the Adviser, since January 2004; Managing Director of Salient, since August 2002; Partner and executive officer of Redstone, 1998-2002. | | 3 | | 0 |
Mark W. Yusko(1) Age: 44 Address: c/o The Endowment Master Fund L.P. 4265 San Felipe, Suite 800, Houston, Tx 77027 | | Director | | Since January 2004 | | Member, Investment Committee of the Adviser, since January 2004; President of Morgan Creek Capital Management, since July 2004; Principal, Hatteras Capital Management, since September 2003; Chief Investment Officer of the University of North Carolina at Chapel Hill, 1998-2004 | | 3 | | 0 |
(1) | This person’s status as an “interested” director arises from his affiliation with Salient Partners, L.P. (“Salient”), which itself is an affiliate of the Endowment Registered Fund, L.P. (the “Registered Fund”), the Master Fund, the Endowment TEI Fund, L.P. (the “TEI Fund”), and the Adviser. |
(2) | The Fund Complex includes the Registered Fund, the TEI Fund and the Master Fund. |
30
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
December 31, 2007
(Unaudited)
Independent Directors
| | | | | | | | | | |
Name, Address and Age | | Position(s) Held with the Master Fund | | Length of Time Served | | Principal Occupation(s) During the Past 5 Years | | Number of Portfolios in Fund Complex(1) Overseen by Director | | Other Directorships Held by Director |
Jonathan P. Carroll Age: 46 Address: c/o The Endowment Master Fund L.P. 4265 San Felipe, Suite 800, Houston, Tx 77027 | | Director | | Since January 2004 | | Private investor for the past five years. | | 3 | | None |
Richard C. Johnson Age: 70 Address: c/o The Endowment Master Fund L.P. 4265 San Felipe, Suite 800, Houston, Tx 77027 | | Director | | Since January 2004 | | Senior Counsel for Baker Botts LLP since 2002; Managing Partner for Baker Botts from 1998-2002; practiced law at Baker Botts from 1966-2002 (from 1972 to 2002 as a partner) | | 3 | | None |
G. Edward Powell Age: 71 Address: c/o The Endowment Master Fund L.P. 4265 San Felipe, Suite 800, Houston, Tx 77027 | | Director | | Since January 2004 | | Principal of Mills & Stowell from March 2002 to present; Principal of Innovation Growth Partners in 2002; From 1994-2002, Mr. Powell provided consulting services to emerging and middle market businesses; Managing Partner for Houston office of Price Waterhouse & Co. from 1982 to his retirement in 1994. | | 3 | | Sterling Bancshares, Inc.; Energy Services International, Inc. |
Scott F. Schwinger Age: 42 Address: c/o The Endowment Master Fund L.P. 4265 San Felipe, Suite 800, Houston, Tx 77027 | | Director | | Since January 2004 | | Senior Vice President, Chief Financial Officer and Treasurer of the Houston Texans | | 3 | | None |
31
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
December 31, 2007
(Unaudited)
| | | | | | | | | | |
Name, Address and Age | | Position(s) Held with the Master Fund | | Length of Time Served | | Principal Occupation(s) During the Past 5 Years | | Number of Portfolios in Fund Complex(1) Overseen by Director | | Other Directorships Held by Director |
Scott W. Wise Age: 58 Address: c/o The Endowment Master Fund L.P. 4265 San Felipe, Suite 800, Houston, Tx 77027 | | Director | | Since January 2004 | | Senior Vice President and Treasurer, Rice University for the past five years. | | 3 | | None |
(1) | The Fund Complex includes the Registered Fund, the TEI Fund and the Master Fund. |
Officers of the Fund Who Are Not Directors
| | | | |
Name, Address and Age | | Position(s) Held with the Master Fund | | Principal Occupation(s) During the Past 5 Years |
Roy Washington Age: 56 Address: c/o The Endowment Master Fund L.P. 4265 San Felipe, Suite 800, Houston, Tx 77027 | | Chief Compliance Officer since April 2007. | | Managing Director of Compliance Operations at Capital Forensics Consulting, Inc. 2002-March 2007; Senior Vice President and CCO of American General’s Life Division, 2000-2002. |
John E. Price Age: 40 Address: c/o The Endowment Master Fund L.P. 4265 San Felipe, Suite 800, Houston, Tx 77027 | | Treasurer; Principal Financial Officer | | Director and Chief Financial Officer of the Adviser, since January 2004; Partner and Director of Salient, since October 2003; Controller of Wincrest Ventures, L.P., 1997-2003. |
Adam L. Thomas Age: 33 Address: c/o The Endowment Master Fund L.P. 4265 San Felipe, Suite 800, Houston, Tx 77027 | | Secretary | | Director of Adviser since January 2004; Partner and Director of Salient, since September 2002; Associate at Redstone, 2001-2002; Associate at Albrecht & Associates Inc., August 1996 through August 1999. Attended University of Texas Business School, 1999-2001. |
32
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
December 31, 2007
(Unaudited)
Compensation for Directors
The Master Fund, the Registered Fund and the TEI Fund together pay each Independent Director an annual fee of $10,000, which is paid quarterly, a fee of $2,500 per 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.
Consideration of Subadvisory Agreement
At a meeting on July 11, 2007, the Board of the Master Fund, including all of the directors who are not “interested persons” of the Adviser, as defined in the Investment Company Act of 1940 (the “Independent Directors”), approved, subject to Partner approval, a new subadvisory agreement with Tanglewood Asset Management, LLC (“Tanglewood”) n/k/a Novant Asset Management, LLC (“Novant”). Tanglewood is a subadviser retained to manage a portion of the fixed income investments of the Master Fund. Due to a transaction (the “Transaction”) that did not result in any change in the nature or quality of Tanglewood’s services to the Master Fund, or the fees paid to Tanglewood, the subadvisory agreement between the Master Fund and Tanglewood terminated as the Transaction resulted in a “change in control” of Tanglewood under federal law.
At the meeting, the Adviser discussed the proposed Transaction. The Board considered, among other things, representations which had been made by the senior management of Tanglewood that Tanglewood was expected to continue operating its business in the same manner following the Transaction, after which Tanglewood would be known as Novant, as before the Transaction. The Board also took into account that the proposed Transaction was not expected to result in any change with respect to Tanglewood’s senior management, advisory personnel, or day-to-day management of the Master Fund’s fixed income assets for which the sub-adviser was responsible for managing. In addition, the Board considered that Tanglewood was not attempting to profit at the Master Fund’s expense by selling itself, and that partners would not be disadvantaged by the Transaction or any financial benefits to the owners of Tanglewood from the Transaction. The new subadvisory agreement would be identical to the prior subadvisory agreement in all material respects except for the agreements’ effective and renewal dates.
In addition, the Board noted that it had recently, in January 2007, considered a wide range of information when it determined to continue the Master Fund’s subadvisory arrangements, including among other things:
The nature, extent and quality of the advisory service to be provided. Based on the nature and quality of the services provided by Tanglewood to the Master Fund in the past (as well as services anticipated to be provided in the future), the professional qualifications and experience of Tanglewood’s personnel, the Board concluded that Tanglewood will remain capable of providing high quality services to the Master Fund. The Board also concluded that Tanglewood would provide the same quality and quantity of investment management and related services as provided in the past, that these services are appropriate in scope and extent in light of the Master Fund’s operations, the competitive landscape of the investment company business and investor needs and that Tanglewood’s advisory obligations will remain the same in all material aspects.
The investment performance of the portion of the Master Fund’s portfolio managed by Tanglewood. The Board concluded that the investment performance of the portion of the Master Fund’s assets managed by Tanglewood was competitive or superior to the performance of its comparative index. On the basis of the directors’ assessment of the nature, extent and quality of investment advisory services provided by Tanglewood, the directors concluded that Tanglewood was capable of generating a level of long-term investment performance that is appropriate in light of the Master Fund’s investment objective, policies and strategies.
33
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
December 31, 2007
(Unaudited)
The cost of advisory service provided and the level of profitability. On the basis of the Board’s review of the fees paid to the Adviser, and then paid by the Adviser to Tanglewood, the level of assets allocated, along with the expectation of a continued level of solid service to the Master Fund, the directors concluded that the level of investment management fees paid to Tanglewood is appropriate in light of the services provided.
The extent to which economies of scale would be realized as the Master Fund grows and whether fee levels reflect these economies of scale for the benefit of investors. The Board concluded that the management fees appropriately reflect the Master Fund’s current size, and that the management fees payable to Tanglewood will increase as the level of Master Fund assets increase, but will do so at a slower rate due to asset level fee breaks provided for in the contract. In addition, the Board noted that it will have the opportunity to periodically re-examine the appropriateness of management fees payable to Tanglewood in the future.
Benefits to Tanglewood from its relationship with the Master Fund. The Board did not draw any specific conclusion regarding any other benefits derived by Tanglewood from its relationship with the Master Fund, noting that any benefits that result from the provision of appropriate services to the Master Fund and investors therein are consistent with industry practice and the best interests of the Master Fund and its partners. In this regard, the Board noted that Tanglewood incurs little, if any, brokerage expense for the Master Fund’s investment.
After consideration of information that the Board deemed relevant, the Board, including all of the Independent Directors, determined that the new subadvisory agreement is in the best interest of the Master Fund’s partners and voted to approve the submission of the new subadvisory agreement to the Master Fund’s partners.
Allocation of Investments
The following chart indicates the allocation of investments among the asset classes in the Master Fund as of December 31, 2007.
| | | | | |
Asset Class1 | | Fair Value | | % |
Domestic Equity | | $ | 368,057,174 | | 11.08 |
International Equity | | | 617,128,834 | | 18.58 |
Opportunistic Equity | | | 225,495,962 | | 6.79 |
Absolute Return | | | 577,590,452 | | 17.39 |
Real Estate | | | 168,655,425 | | 5.08 |
Natural Resources | | | 443,529,489 | | 13.36 |
Private Equity | | | 298,434,395 | | 8.99 |
Fixed Income | | | 189,575,571 | | 5.71 |
Enhanced Fixed Income | | | 432,427,714 | | 13.02 |
| | | | | |
Total Investments | | $ | 3,320,895,016 | | 100.00 |
| | | | | |
1 | The complete list of investments included in the following asset class categories are included in the schedule of investments of the Master Fund. |
34
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
December 31, 2007
(Unaudited)
Form N-Q Filings
The Master 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 Master Fund’s Form N-Q is available on the Securities and Exchange Commission website at http://www.sec.gov. The Master 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 Policies
A description of the policies and procedures that the Master 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 Master 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.
Additional Information
The Master Fund’s private placement memorandum (the “PPM”) includes additional information about directors of the Master Fund. The PPM is available, without charge, upon request by calling 1-800-725-9456.
Results of Special Meeting of Limited Partners
A Special Meeting of Limited Partners was held on November 27, 2007 by the Master Fund. With the necessary quorum present in person or by proxy, the Master Fund on November 27, 2007 calculated the proportions of Interests voted “for” each Proposal to those voted “against,” and recorded any “abstained” votes, with the following results on each matter put for a vote:
Proposal No. 1:
To approve a new subadvisory agreement between Novant (f/k/a Tanglewood) and the Master Fund;
| | | | | | |
For | | Against | | Abstain |
$1,457,127,312 | | $ | 12,040,465 | | $ | 14,396,895 |
Proposal No. 2:
To approve a change in the policies of the Master Fund with respect to the liquidity of the Investment Funds (as defined in the proxy statement) in which the Master Fund invests and to ratify the Master Fund’s current investment practices, as disclosed in the Master Fund’s private placement memorandum;
| | | | | | |
For | | Against | | Abstain |
$1,431,224,615 | | $ | 24,883,211 | | $ | 27,456,846 |
35
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
December 31, 2007
(Unaudited)
Proposal No. 3:
To approve an amendment to the Master Fund’s limited partnership agreement to provide the Master Fund’s Board the sole power to make future amendments to the Master Fund’s policy regarding Investment Fund liquidity;
| | | | | | |
For | | Against | | Abstain |
$1,323,635,141 | | $ | 145,262,457 | | $ | 14,667,074 |
Proposal No. 4:
To approve an increase in the Master Fund’s allowable borrowing from 10 percent of the Master Fund’s net asset value to 25 percent of the Master Fund’s net asset value.
| | | | | | |
For | | Against | | Abstain |
$1,091,321,284 | | $ | 364,516,363 | | $ | 27,727,025 |
Approval of Proposals 1 and 4 required the affirmative vote of “a majority of the outstanding voting securities” (as defined in the 1940 Act) of the Master Fund, as of the record date which was July 31, 2007. Pursuant to the 1940 Act, the vote of “a majority of the outstanding securities” of the Master Fund means the vote of the lesser of: (i) 67% or more of the Interests present at the meeting, if the holders of more than 50% of the Interests are present or represented by proxy; or (ii) more than 50% of the Interests. Approval of Proposal 2 required the vote of at least 60 percent of the Master Fund Interests outstanding on the Record Date, and approval of Proposal 3 required the vote of a majority of the Master Fund Interests present in person or by proxy at the meeting.
36
(a) The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This code of ethics is included as Exhibit 12(a)(1).
(b) During the period covered by the report, with respect to the registrant’s code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; there have been no amendments to, nor any waivers granted from, a provision that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2.
Item 3. | Audit Committee Financial Expert. |
3(a)(1) The registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee.
3(a)(2) The audit committee financial expert is G. Edward Powell, who is “independent” for purposes of this Item 3 of Form N-CSR.
Item 4. | Principal Accountant Fees and Services. |
| | | | | | |
| | Current Year | | Previous Year |
Audit Fees | | $ | 110,000 | | $ | 80,000 |
Audit-Related Fees | | $ | 0 | | $ | 0 |
Tax Fees | | $ | 0 | | $ | 0 |
All Other Fees | | $ | 0 | | $ | 0 |
(e)(1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
The audit committee may delegate its authority to pre-approve audit and permissible non-audit services to one or more members of the committee. Any decision of such members to pre-approve services shall be presented to the full audit committee at its next regularly scheduled meeting.
(2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this item that were approved by the audit committee pursuant to paragraph (c) (7) (i) (c) of Rule 2-01 of Regulation S-X.
| | | | |
Current Year | | | Previous Year | |
0 | % | | 0 | % |
(f) Not applicable.
(g) Disclose the aggregate non-audit fees billed by the registrant’s accountant for services rendered to registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant.
| | | | |
Current Year | | Previous Year |
$ | 0 | | $ | 0 |
(h) 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. |
A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company’s investment adviser; principal underwriter; or any affiliated person (as defined in section 2(a) (3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a) (3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company’s investment adviser, or any other third party, that the company uses, or that are used on the company’s behalf, to determine how to vote proxies relating to portfolio securities.
These policies are included as Exhibit 12(a) (4).
Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
The Adviser’s Investment Committee Members
The Investment Committee of Endowment Advisers, L.P. (the “Adviser”) is responsible for the day-to-day management of the Fund’s portfolio. The Endowment Master Fund, L.P. (the “Master Fund”), The Endowment TEI Fund, L.P. (the “TEI Fund”) and The Endowment Registered Fund, L.P. (the “Registered Fund”) are registered investment companies (collectively, the “Fund Complex” and each individually the “Fund”). The members of the Investment Committee (each an “Investment Committee Member”) are: Messrs. John A. Blaisdell, Andrew B. Linbeck, A. Haag Sherman and Mark W. Yusko.
Mr. Blaisdell has served as an Investment Committee Member since January 2004 and Managing Director of Salient Partners, L.P. (“Salient”) since December 2002. Previously, he held the position of Chief Executive Officer of Wincrest Ventures, L.P. (from 1997-2002). Mr. Linbeck has served as an Investment Committee Member since January 2004 and Managing Director of Salient since August 2002. Previously, he held the position of Partner and executive officer of The Redstone Companies, L.P. and certain affiliates thereof (from 1998-2002). Mr. Sherman has served as an Investment Committee Member since January 2004 and Managing Director of Salient since August 2002. Previously, he held the position of Partner and executive officer of Redstone (from 1998-2002). Mr.Yusko has served as an Investment Committee Member since January 2004. He is also President of Morgan Creek Capital Management (since July 2004) and a Principal of Hatteras Capital Management (since September 2003). Previously, Mr. Yusko held the position of Chief Investment Officer of the University of North Carolina at Chapel Hill (from 1998-2004). Each member of the Investment Committee reviews asset allocation recommendations by the Adviser’s staff, manager due diligence and recommendations and, by a majority vote of the Investment Committee, determines asset allocation and manager selection.
The Adviser and certain other entities controlled by the Adviser’s principals (which include certain Investment Committee Members) manage investment programs which are similar to that of the Fund, and the Adviser
and/or the Adviser’s principals may in the future serve as an investment adviser or otherwise manage or direct the investment activities of other registered investment companies and/or private funds with investment programs similar to the Fund.
Other Accounts Managed by the Investment Adviser
Certain Investment Committee Members, who are primarily responsible for the day-to-day management of the Fund, also manage other registered investment companies, other pooled investment vehicles and other accounts, as indicated below. The following tables identify, as of December 31, 2007: (i) the number of registered investment companies (including the Fund), other pooled investment vehicles and other accounts managed by the Investment Committee Member and the total assets of such companies, vehicles and accounts; and (ii) the number and total assets of such companies, vehicles and accounts with respect to which the advisory fee is based on performance.
| | | | | | | | | | | | | | |
Name of Investment Committee Member | | Registered Investment Companies Managed by Investment Committee Member | | Pooled Investment Vehicles Managed by Investment Committee Member | | Other Accounts Managed by Investment Committee Member |
| Number | | Total Assets | | Number | | Total Assets | | Number | | Total Assets |
John A. Blaisdell | | 3 | | $ | 3.708 billion | | 4 | | $ | 393 million | | >760 | | >$1.284 billion (1) |
Andrew B. Linbeck | | 3 | | $ | 3.708 billion | | 4 | | $ | 393 million | | >760 | | >$1.284 billion (1) |
A. Haag Sherman | | 3 | | $ | 3.708 billion | | 4 | | $ | 393 million | | >760 | | >$1.284 billion (1) |
Mark W. Yusko | | 8 | | $ | 4.808 billion | | 13 | | $ | 3.600 billion | | 13 | | $1.354billion (2) |
(1) | Messrs. Blaisdell, Linbeck and Sherman serve as principal executive officers of Salient Partners, L.P., which owns Salient Trust Co., LTA, a trust company chartered under the laws of the state of Texas. In such capacities, Messrs. Blaisdell, Linbeck and Sherman have investment responsibilities on the clients of such entities. However, the number of accounts and asset figures cited in the table relate to the accounts and assets over which Messrs. Blaisdell, Linbeck and Sherman have discretion in their capacities as principal executive officers of such entities. |
(2) | Mr. Yusko serves as the principal executive officer of Morgan Creek Capital Management, LLC, and a principal of Hatteras Capital Management, advisory firms located in North Carolina. The figure cited in the table reflects the advisory assets of Morgan Creek Capital Management, LLC. $635 million included in Total Assets of Pooled Investment Vehicles Managed is also included in Total Assets of Other Accounts Managed by Investment Committee Member. |
| | | | | | | | | | | | | | |
Name of Investment Committee Member | | Registered Investment Companies Managed by Investment Committee Member | | Pooled Investment Vehicles Managed by Investment Committee Member | | Other Accounts Managed by Investment Committee Member |
| Number with Performance- Based Fees | | Total Assets with Performance Based Fees | | Number with Performance- Based Fees | | Total Assets with Performance Based Fees | | Number with Performance- Based Fees | | Total Assets with Performance Based Fees |
John A. Blaisdell | | 0 | | | 0 | | 1 | | $ | 175 million | | 0 | | 0 |
Andrew B. Linbeck | | 0 | | | 0 | | 1 | | $ | 175 million | | 0 | | 0 |
A. Haag Sherman | | 0 | | | 0 | | 1 | | $ | 175 million | | 0 | | 0 |
Mark W. Yusko | | 5 | | $ | 1.100 billion | | 13 | | $ | 3.600 billion | | 13 | | $1.354 billion (1) |
(1) | Mr. Yusko serves as the principal executive officer of Morgan Creek Capital Management, LLC, and a principal of Hatteras Capital Management, advisory firms located in North Carolina. The figure cited in the table reflects the advisory assets of Morgan Creek Capital Management, LLC. $635 million included in Total Assets of Pooled Investment Vehicles Managed is also included in Total Assets of Other Accounts Managed by Investment Committee Member. |
Conflicts of Interest of the Adviser
From time to time, potential conflicts of interest may arise between an Investment Committee Member’s management of the investments of the Fund, on the one hand, and the management of other registered investment companies, pooled investment vehicles and other accounts (collectively, “Other Accounts”), on the other. The Other Accounts might have similar investment objectives or strategies as the Fund, track the same index the Fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund. The Other Accounts might also have different investment objectives or strategies than the Fund.
Knowledge and Timing of Fund Trades. A potential conflict of interest may arise as a result of the Investment Committee Member’s day-to-day management of a Fund. Because of their positions with the Fund, the Investment Committee Members know the size, timing and possible market impact of the Fund’s trades. It is theoretically possible that the Investment Committee Members could use this information to the advantage of Other Accounts they manage and to the possible detriment of the Fund.
Investment Opportunities. A potential conflict of interest may arise as a result of the Investment Committee Member’s management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both the Fund and Other Accounts managed by the Investment Committee Member, but may not be available in sufficient quantities for both the Fund and the Other Accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Fund and Other Accounts. The Adviser has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.
Performance Fees. An Investment Committee Member may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the Investment Committee Member in that the Member may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to the Fund.
Compensation to Investment Committee Members
Messrs. Blaisdell, Linbeck, Sherman and Yusko own equity interests in the Adviser. As it relates to the Fund and other funds within the Fund Complex, Messrs. Blaisdell, Linbeck, Sherman and Yusko receive all of their compensation based on the size of the Fund and the other funds within the Fund Complex and the management and advisory fees charged thereon. Accordingly, they believe that a significant driver of their compensation is the performance of the Fund and the Fund Complex, which has a significant bearing on the ability to raise additional assets. Messrs. Blaisdell, Linbeck, Sherman and Yusko also own, directly or indirectly, equity in the general partner of another fund, and are compensated directly on performance (based on an incentive allocation) and the size of the fund’s asset base. In addition, Messrs. Blaisdell, Linbeck and Sherman are partners and principal executive officers of Salient and related affiliates and subsidiaries (collectively, the “Salient Group”), which pays them a base salary (but
no bonus) and is obligated to make distributions of profits to them, as well as the other partners, on an annual basis. These individuals are responsible for the investment processes and management of the Salient Group. Messrs. Blaisdell, Linbeck and Sherman believe that to the extent that they are successful in their investment endeavors, the greater the number of assets over time and the more significant their compensation from the Salient Group.
Mr. Yusko is a partner of Morgan Creek Capital Management, which pays him a base salary and is anticipated to make distributions of profits above and beyond that which is necessary to operate the business. Mr. Yusko is chiefly responsible for the investment processes and management of Morgan Creek Capital Management. He believes that to the extent that he and the staff at Morgan Creek Capital Management are successful in their investment endeavors, the greater the number of assets over time and the more significant their compensation will be.
Securities Ownership of Investment Committee Members
The table below shows the dollar range of the interests of each Fund beneficially owned as of December 31, 2007 by each Investment Committee Member (2).
| | | | | | |
Investment Committee Member | | Master Fund | | Registered Fund | | TEI Fund |
John A. Blaisdell | | None | | Over $100,000 | | Over $100,000 |
Andrew B. Linbeck | | None | | Over $100,000 | | Over $100,000 |
A. Haag Sherman | | None | | Over $100,000 | | Over $100,000 |
Mark W. Yusko | | None | | None | | None |
| (2) | Includes the portion of investments made by the Salient Group beneficially owned and personal investments. |
Portfolio Manager Compensation
Mr. Adam L. Thomas has significant day-to-day duties in the management of the portfolio of the Fund, including providing analysis and recommendations on asset allocation and Investment Fund selection to the Investment Committee. Mr. Thomas owns equity interests in the Adviser. In addition, Mr. Thomas receives an additional interest in a portion of the revenues of the Adviser. As it relates to the Fund and other funds within the Fund Complex, Mr. Thomas receives all of his compensation based on the size of the Fund and the other funds within the Fund Complex and the management and advisory fees charged thereon. Accordingly, he believes that a significant driver of his compensation is the performance of the Fund and the Fund Complex, which has a significant bearing on the ability to raise additional assets. Mr. Thomas also indirectly owns equity in the general partner of another fund (and Mr. Thomas also owns a interest in a portion of the revenues derived by such general partner), and is compensated directly on performance (based on an incentive allocation) and the size of the fund’s asset base (as of December 31, 2007, this fund’s total assets were approximately $175 million). In addition, Mr. Thomas is a partner and officer of entities within the Salient Group, which pay him a base salary and he may receive a bonus, and Salient is obligated to make distributions of profits to him, as well as the other partners, on an annual basis. Mr. Thomas believes that to the extent that he is successful in his investment endeavors, the greater the number of assets over time and the more significant his compensation will be from the Salient Group.
Securities Ownership of Portfolio Manager
The table below shows the dollar range of shares of the Fund beneficially owned as of June 30, 2007, by Mr. Thomas (3):
| | | | |
Master | | Registered | | TEI |
None | | $10,001 to $50,000 | | None |
| (3) | Includes the portion of investments made by the Salient Group beneficially owned and personal investments. |
The Sub-Adviser
In accordance with the Investment Management Agreement, the Adviser has engaged Novant Asset Management LLC (“Novant”) (f/k/a Tanglewood Asset Management, LLC) as a sub-adviser (the “Sub-Adviser”) to manage portions of the Master Fund’s traditional fixed income investment portfolio. Novant does not invest in private investment funds, but rather invests directly in debt securities and open and closed end funds.
Novant is a North Carolina limited liability company, is registered as an investment adviser under the Advisers Act, and is located at 110 Oakwood Drive, Suite 210, Winston-Salem, NC 27103. Novant offers advisory and portfolio management services for fixed income, equity, and balanced accounts. Novant manages a moderate duration fixed income portfolio for the Master Fund, the fees for which are 0.25%, on an annualized basis, for the first $10 million of assets managed, 0.20% on the next $20 million, and 0.15% thereafter.
Sub-Adviser Principals
Persons responsible for the day-to-day management of the portions of the Fund’s assets that are managed by Novant are: Wayne Forrest Morgan and Joseph Muster.
Other Accounts Managed by the Sub-Adviser
Certain principals of the Subadviser who are primarily responsible for the day-to-day management of certain portions of the Master Fund’s assets, also manage other registered investment companies, other pooled investment vehicles and other accounts, as indicated below. The following tables identify, as of December 31, 2007: (i) the number of other registered investment companies, pooled investment vehicles and other accounts managed by these principals and the total assets of such companies, vehicles and accounts; and (ii) the number and total assets of such companies, vehicles and accounts with respect to which the advisory fee is based on performance.
The table below includes only those principals of the Subadviser who are primarily involved in the portfolio management of the Master Fund’s assets:
| | | | | | | | | | | | | | | |
Name of Principal | | Registered Investment Companies Managed by Principal | | Pooled Investment Vehicles Managed by Principal | | Other Accounts Managed by Principal |
| | Number | | Total Assets | | Number | | Total Assets | | Number | | Total Assets |
Wayne F. Morgan | | 1 | | $ | 102.4 million | | 1 | | $ | 8.7 million | | 71 | | $ | 578.8 million |
Joseph Muster | | 1 | | $ | 102.4 million | | 0 | | $ | 0 | | 6 | | $ | 3.2 million |
| | | | | | | | | | | | | |
Name of Principal | | Registered Investment Companies Managed by Principal | | Pooled Investment Vehicles Managed by Principal | | Other Accounts Managed by Principal |
| | Number with Performance- Based Fees | | Total Assets with Performance Based Fees | | Number with Performance- Based Fees | | Total Assets with Performance Based Fees | | Number with Performance- Based Fees | | Total Assets with Performance Based Fees |
Wayne F. Morgan | | 0 | | 0 | | 0 | | 0 | | 1 | | $ | 62.8 million |
Joseph Muster | | 0 | | 0 | | 0 | | 0 | | 0 | | | 0 |
Conflicts of Interest of the Sub-Adviser
From time to time, potential conflicts of interest may arise between a portfolio manager’s management of the investments of the Master Fund, on the one hand, and the management of other registered investment companies, pooled investment vehicles and other accounts (collectively, “Other Accounts”), on the other. The other accounts might have similar investment objectives or strategies as the Master Fund, track the same index the Fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Master Fund. The other accounts might also have different investment objectives or strategies than the Master Fund. Novant manages the “traditional fixed income” portfolio of the Master Fund and principally invests directly in US government and agency securities as well as US “investment grade” corporate fixed income securities as well as open and closed end fixed income funds. In general, the market for such securities is deep and highly liquid. Accordingly, Novant is not subject to the same conflict of interest issues that many other investment managers are (e.g., market impact of trades and allocation of investment opportunities).
Novant believes that its largest potential conflict of interest relates to the allocation of trades and brokerage commissions to its various accounts. Novant has adopted policies and procedures reasonably designed to allocate investment opportunities and brokerage commissions on a fair and equitable basis over time.
Knowledge and Timing of Master Fund Trades. A potential conflict of interest may arise as a result of the principal’s day-to-day management of a portion of the assets of the Master Fund. Because of their positions with the Master Fund, the portfolio managers know the size, timing and possible market impact of the Master Fund’s trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the Master Fund.
Investment Opportunities. A potential conflict of interest may arise as result of the principal’s management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both the Master Fund and other accounts managed by the principal, but may not be available in sufficient quantities for both the Master Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Master Fund and another account. Novant has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.
Performance Fees. A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the portfolio manager in that the portfolio manager may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to the Master Fund.
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
| | | | | | | | | | |
| | (a) | | | (b) | | (c ) | | (d) |
Period | | Total Number of Shares (or Units) Purchased | | | Average Price Paid per share (or Unit) | | Total Number of Shares (or Units) Purchases as Part of Publicly Announced Plans or Programs | | Maximum Number (or Approximate Dollar Value of Shares (Or Units) that May Yet Be Purchased Under the Plans or Programs |
July 1, 2007 through July 31, 2007 | | $ | — | | | N/A | | N/A | | N/A |
August 1, 2007 through August 31, 2007 | | $ | — | | | N/A | | N/A | | N/A |
September 1, 2007 through September 30, 2007 | | $ | (19,053,330 | ) | | N/A | | N/A | | N/A |
October 1, 2007 through October 31, 2007 | | $ | — | | | N/A | | N/A | | N/A |
November 1, 2007 through November 31, 2007 | | $ | — | | | N/A | | N/A | | N/A |
December 1, 2007 through December 31, 2007 | | $ | (20,450,458 | ) | | N/A | | N/A | | N/A |
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 (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.
(a)(1) The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto.
(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.
(a)(3) Not applicable.
(a)(4) Proxy voting policies and procedures pursuant to Item 7 are attached hereto.
(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.
| | | | | | |
(Registrant) The Endowment Master Fund, L.P. | | | | |
| | | |
By (Signature and Title) | | /s/ John A. Blaisdell | | | | |
| | John A. Blaisdell | | | | |
| | Co- Principal Executive Officer | | | | |
| | |
Date: February 22, 2008 | | | | |
| | | |
By (Signature and Title) | | /s/ Andrew B. Linbeck | | | | |
| | Andrew B. Linbeck | | | | |
| | Co- Principal Executive Officer | | | | |
| | |
Date: February 22, 2008 | | | | |
| | | |
By (Signature and Title) | | /s/ A. Haag Sherman | | | | |
| | A. Haag Sherman | | | | |
| | Co- Principal Executive Officer | | | | |
| | |
Date: February 22, 2008 | | | | |
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 | | | | |
| | |
Date: February 22, 2008 | | | | |
| | | |
By (Signature and Title) | | /s/ Andrew B. Linbeck | | | | |
| | Andrew B. Linbeck | | | | |
| | Co-Principal Executive Officer | | | | |
| | |
Date: February 22, 2008 | | | | |
| | | |
By (Signature and Title) | | /s/ A. Haag Sherman | | | | |
| | A. Haag Sherman | | | | |
| | Co-Principal Executive Officer | | | | |
| | |
Date: February 22, 2008 | | | | |
| | | |
By (Signature and Title) | | /s/ John E. Price | | | | |
| | John E. Price | | | | |
| | Principal Financial Officer | | | | |
| | |
Date: February 22, 2008 | | | | |