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) |
| | |
| | With a copy to: |
A. Haag Sherman The Endowment Master Fund, L.P. 4265 San Felipe, Suite 800 Houston, TX 77027 | | George J. Zornada K & L Gates LLP State Street Financial Center One Lincoln St. Boston, MA 02111-2950 (617) 261-3231 |
(Name and address of agent for service) |
Registrant’s telephone number, including area code: 800-725-9456
Date of fiscal year end: 12/31/08
Date of reporting period: 06/30/08
Item 1. | Reports to Stockholders. |
the
ENDOWMENT FUND
The Endowment Master Fund, L.P.
Shareholders’ Report
June 30, 2008
(Unaudited)
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Statement of Assets, Liabilities and Partners’ Capital
June 30, 2008
(Unaudited)
| | | |
Assets | | | |
Investments in Investment Funds, at estimated fair value (cost $1,029,967,160) | | $ | 1,244,550,803 |
Investments in affiliated Investment Funds, at estimated fair value (cost $3,091,428,561) | | | 3,300,090,622 |
Investments in securities, at fair value (cost $586,420,141) | | | 595,749,901 |
| | | |
Total investments | | | 5,140,391,326 |
Cash and cash equivalents | | | 53,149,471 |
Prepaid contributions to Investment Funds | | | 211,000,000 |
Interest and dividends receivable | | | 423,585 |
Investments receivable | | | 104,607,650 |
Prepaids and other assets | | | 337,331 |
| | | |
Total assets | | | 5,509,909,363 |
| | | |
Liabilities and Partners’ Capital | | | |
Subscriptions received in advance | | | 209,909,076 |
Investments purchased payable | | | 4,916,438 |
Redemptions payable | | | 36,769,327 |
Management fees payable | | | 12,336,337 |
Offshore withholding tax payable | | | 10,744,405 |
Administration fees payable | | | 824,313 |
Accounts payable and accrued expenses | | | 792,971 |
| | | |
Total liabilities | | | 276,292,867 |
| | | |
Contributed capital | | | 4,801,041,032 |
Net unrealized appreciation from investments | | | 432,575,464 |
| | | |
Partners’ capital | | | 5,233,616,496 |
| | | |
Total liabilities and partners’ capital | | $ | 5,509,909,363 |
| | | |
See accompanying notes to financial statements.
1
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments
June 30, 2008
(Unaudited)
| | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital |
| | | | | | |
Investments in Investment Funds | | | | | | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies | | | | | | |
Cayman Islands | | | | | | |
Absolute Return (0.86% of Partners’ Capital) | | | | | | |
Montrica Global Opportunities Fund, L.P.(2) | | | | $ 45,315,768 | | |
Domestic Equity (0.90% of Partners’ Capital) | | | | | | |
Tiedemann/Falconer Partners, L.P.(2) | | | | 47,161,486 | | |
International Equity (5.83% of Partners’ Capital) | | | | | | |
Algebris Global Financials Fund, L.P.(1)(2) | | | | 69,388,063 | | |
Boyer Allan Greater China Fund, L.P.(2) | | | | 30,551,272 | | |
Boyer Allan Pacific Partners, L.P. | | | | 29,515,541 | | |
SR Global Fund—Asia Portfolio (Class B, L.P.) | | | | 28,873,465 | | |
SR Global Fund—Emerging Markets Portfolio (Class G, L.P.) | | | | 32,056,359 | | |
SR Global Fund—Europe Portfolio (Class A, L.P.) | | | | 12,597,163 | | |
SR Global Fund—International Portfolio (Class C, L.P.) | | | | 86,325,527 | | |
SR Phoenicia—Carthaginian Portfolio (Class B, L.P.) | | | | 7,378,276 | | |
SR Phoenicia—Phoenicia Portfolio (Class A, L.P.) | | | | 8,210,549 | | |
Private Equity (0.86% of Partners’ Capital) | | | | | | |
Carlyle Japan International Partners II, L.P. | | | | 444,178 | | |
CJIP II Co-Invest, L.P. | | | | 103,985 | | |
Gavea Investment Fund II A, L.P. | | | | 13,159,414 | | |
India Asset Recovery Fund, L.P. | | | | 564,139 | | |
LC Fund IV, L.P.(2) | | | | 916,667 | | |
Orchid Asia IV, L.P. | | | | 2,473,986 | | |
Tiger Global Private Investment Partners IV, L.P. | | | | 11,846,934 | | |
Tiger Global Private Investment Partners V, L.P. | | | | 1,282,227 | | |
Trustbridge Partners II, L.P.(2) | | | | 14,127,931 | | |
Real Estate (0.51% of Partners’ Capital) | | | | | | |
Forum European Realty Income III, L.P.(1)(2) | | | | 3,479,683 | | |
New City Asia Partners (T), L.P. | | | | 14,738,736 | | |
Phoenix Asia Real Estate Investments II, L.P.(2) | | | | 8,437,406 | | |
| | | | | | |
Total Cayman Islands | | | | 468,948,755 | | |
| | | | | | |
Guernsey | | | | | | |
Private Equity (0.02% of Partners’ Capital) | | | | | | |
Mid Europa Fund III, L.P. | | | | 1,327,281 | | |
| | | | | | |
Total Guernsey | | | | 1,327,281 | | |
| | | | | | |
Republic of Mauritius | | | | | | |
Real Estate (0.08% of Partners’ Capital) | | | | | | |
Orbis Real Estate Fund I(2) | | | | 3,982,397 | | |
| | | | | | |
Total Republic of Mauritius | | | | 3,982,397 | | |
| | | | | | |
See accompanying notes to financial statements.
2
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
June 30, 2008
(Unaudited)
| | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital |
| | | | | | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued) | | | | | | |
Scotland | | | | | | |
Private Equity (0.04% of Partners’ Capital) | | | | | | |
Actis Umbrella Fund, L.P.(1) | | | | $ 2,117,873 | | |
| | | | | | |
Total Scotland | | | | 2,117,873 | | |
| | | | | | |
United Kingdom | | | | | | |
Private Equity (0.12% of Partners’ Capital) | | | | | | |
Darwin Private Equity I, L.P.(1) | | | | 2,329,582 | | |
Exponent Private Equity Partners II, L.P. | | | | 4,296,786 | | |
Real Estate (0.08% of Partners’ Capital) | | | | | | |
Benson Elliott Real Estate Partners II, L.P. | | | | 2,301,482 | | |
Patron Capital, L.P. II(1) | | | | 940,813 | | |
Patron Capital, L.P. III | | | | 1,063,696 | | |
| | | | | | |
Total United Kingdom | | | | 10,932,359 | | |
| | | | | | |
United States | | | | | | |
Absolute Return (17.79% of Partners’ Capital) | | | | | | |
Anchorage Crossover Credit Fund, L.P.(2) | | | | 51,362,177 | | |
Black River Commodity Multi-Strategy Fund, LLC | | | | 14,503,477 | | |
Black River Global Multi-Strategy Leveraged Fund, LLC | | 15,179 | | 18,653,932 | | |
Eton Park Fund, L.P. | | | | 59,651,537 | | |
Highland Credit Strategies Fund, L.P.(3) | | | | 59,306,869 | | |
Kenmont Onshore Fund, L.P.(2) | | | | 21,949,144 | | |
Magnetar Capital Fund, L.P.(2) | | | | 68,246,702 | | |
OZ Asia Domestic Partners, L.P.(2) | | | | 50,972,486 | | |
Paulson Advantage Plus, L.P.(2) | | | | 131,041,862 | | |
Paulson Partners Enhanced, L.P.(2) | | | | 54,646,154 | | |
PIPE Equity Partners, LLC(2) | | | | 65,137,308 | | |
PSAM WorldArb Partners, L.P.(2) | | | | 50,754,435 | | |
Redbrick Capital, L.P.(3) | | | | 17,035,399 | | |
Sorin Fund, L.P.(2) | | | | 59,237,425 | | |
Stark Investment, L.P. | | | | 50,943,796 | | |
Waterstone Market Neutral Fund, L.P.(3) | | | | 85,177,630 | | |
Whitebox Combined Fund, L.P.(2) | | | | 72,338,653 | | |
Domestic Equity (8.64% of Partners’ Capital) | | | | | | |
Bonanza Partners, L.P.(2) | | | | 23,082,047 | | |
Caduceus Capital II, L.P. | | | | 11,009,353 | | |
CCM Small Cap Value Qualified Fund, L.P.(3) | | | | 41,313,147 | | |
Chilton Investment Partners, L.P.(2) | | | | 57,805,605 | | |
Contrarian Equity Fund, L.P.(2) | | | | 9,629,651 | | |
Criterion Horizons Fund, L.P.(2) | | | | 11,150,223 | | |
Criterion Institutional Partners, L.P.(2) | | | | 13,472,384 | | |
Diamond Hill Investment Partners II, L.P.(3) | | | | 53,821,204 | | |
Empire Capital Partners Enhanced, L.P.(3) | | | | 22,904,617 | | |
HealthCor, L.P.(2) | | | | 43,869,682 | | |
Renaissance Institutional Equities Fund, LLC | | | | 31,453,128 | | |
See accompanying notes to financial statements.
3
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
June 30, 2008
(Unaudited)
| | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital |
| | | | | | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued) | | | | | | |
United States (continued) | | | | | | |
Domestic Equity (8.64% of Partners’ Capital) (continued) | | | | | | |
Samlyn Onshore Fund, L.P.(2) | | | | $ 28,203,568 | | |
The Raptor Global Fund, L.P.(2) | | | | 66,011,425 | | |
Tiger Consumer Partners, L.P.(2) | | | | 38,214,191 | | |
Enhanced Fixed Income (14.03% of Partners’ Capital) | | | | | | |
Anchorage Short Credit Fund, L.P.(2) | | | | 110,401,552 | | |
BDCM Partners I, L.P.(3) | | | | 64,092,853 | | |
Contrarian Capital Fund I, L.P | | | | 96,956,083 | | |
Halcyon European Structured Opportunities Fund, L.P.(3) | | | | 31,589,032 | | |
Harbinger Capital Partners Fund I, L.P. | | | | 154,858,551 | | |
Ore Hill Fund, L.P.(2) | | | | 37,907,831 | | |
Prospect Harbor Credit Partners, L.P. | | | | 55,469,388 | | |
Standard Pacific Asymmetric Opportunities Fund, L.P.(2) | | | | 56,082,235 | | |
The Rohatyn Group Local Currency Opportunity Partners, L.P.(3) | | | | 72,916,937 | | |
Z Capital Senior Debt Fund, L.P.(3) | | | | 53,840,846 | | |
International Equity (5.79% of Partners’ Capital) | | | | | | |
Gradient Europe Fund, L.P.(2) | | | | 26,441,233 | | |
L-R Global Partners, L.P. | | | | 3,574,835 | | |
Liberty Square Strategic Partners IV (Asia), L.P.(2) | | | | 17,880,752 | | |
Middle East North Africa Opportunities Fund, L.P.(3) | | 53,660 | | 65,586,816 | | |
Monsoon India Inflection Fund, L.P. | | | | 9,091,056 | | |
Monsoon India Inflection Fund 2, L.P.(2) | | | | 17,036,309 | | |
Penta Asia Domestic Partners, L.P. | | | | 23,754,038 | | |
Skopos HG Fund, LLC(2) | | 262,504 | | 37,906,585 | | |
Steel Partners Japan Strategic Fund, L.P. | | | | 22,203,817 | | |
Taiyo Fund, L.P. | | | | 3,041,775 | | |
Tarpon All Equities Fund, LLC(2) | | | | 26,481,989 | | |
Torrey Pines Fund, LLC(3) | | | | 50,154,768 | | |
Natural Resources (9.42% of Partners’ Capital) | | | | | | |
ArcLight Energy Partners Fund IV, L.P. | | | | 4,495,212 | | |
BP Capital Energy Equity Fund II, L.P.(2) | | | | 91,094,165 | | |
CamCap Resources, L.P.(2) | | | | 65,442,256 | | |
Chilton Global Natural Resources Partners, L.P.(2) | | | | 82,023,898 | | |
EnCap Energy Capital Fund VII-B, L.P. | | | | 1,560,956 | | |
Intervale Capital Fund, L.P.(2) | | | | 2,943,437 | | |
NGP IX Offshore Fund, L.P.(2) | | | | 3,868,889 | | |
NGP Midstream & Resources, L.P. | | | | 2,853,156 | | |
Southport Energy Plus Partners, L.P.(2) | | | | 94,850,913 | | |
The Ospraie Fund, L.P. | | 31,614 | | 45,749,075 | | |
Tocqueville Gold Partners, L.P. | | | | 537,223 | | |
Treaty Oak Partners (QP), L.P.(2) | | | | 22,091,712 | | |
Velite Energy, L.P.(2) | | | | 75,652,140 | | |
See accompanying notes to financial statements.
4
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
June 30, 2008
(Unaudited)
| | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital |
| | | | | | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued) | | | | | | |
United States (continued) | | | | | | |
Opportunistic Equity (7.41% of Partners’ Capital) | | | | | | |
Bear Stearns Emerging Markets Macro Fund, L.P.(2) | | | | $ 31,098,777 | | |
Corriente Partners, L.P.(2) | | | | 45,402,332 | | |
Global Undervalued Securities Fund (QP), L.P.(2) | | | | 66,806,810 | | |
GMO Mean Reversion Fund (Onshore), L.P. | | | | 14,151,168 | | |
Hayman Capital Partners, L.P. | | | | 9,004,885 | | |
HomeField Partners, L.P.(2) | | | | 18,116,933 | | |
Jetstream Global Institutional Fund, L.P.(2) | | | | 28,621,841 | | |
Miura Global Partners II, L.P.(2) | | | | 62,372,482 | | |
NWI Explorer Global Macro Fund, L.P.(2) | | | | 18,991,418 | | |
Pantera Global Macro Fund, L.P. | | | | 4,132,920 | | |
Pardus European Special Opportunities Fund, L.P.(2) | | | | 11,790,612 | | |
Passport II, L.P. | | | | 33,183,291 | | |
SCP Sakonnet Fund, L.P.(3) | | | | 44,172,394 | | |
Private Equity (6.63% of Partners’ Capital) | | | | | | |
Advent Latin American Private Equity Fund IV-F, L.P. | | | | 1,767,133 | | |
Audax Mezzanine Fund II, L.P.(1) | | | | 3,791,680 | | |
BDCM Opportunity Fund II, L.P. | | | | 2,564,865 | | |
Brazos Equity Fund II, L.P.(1) | | | | 1,972,424 | | |
Capital Royalty Partners, L.P.(1) | | | | 1,033,466 | | |
Carlyle Partners V, L.P.(1) | | | | 3,099,841 | | |
Catterton Growth Partners, L.P.(2) | | | | 2,765,641 | | |
Chrysalis Ventures III, L.P. | | | | 667,508 | | |
Crosslink Crossover Fund IV, L.P. | | | | 1,830,361 | | |
Crosslink Crossover Fund V, L.P. | | | | 20,641,708 | | |
Dace Ventures I, L.P.(2) | | | | 654,364 | | |
Encore Consumer Capital Fund, L.P. | | | | 2,087,995 | | |
European Divergence Fund, L.P.(3) | | | | 67,079,375 | | |
Fairhaven Capital Partners, L.P.(2) | | | | 2,935,973 | | |
GMO Emerging Illiquid Fund, L.P. | | | | 7,260,251 | | |
Harbinger Capital Partners Special Situations Fund, L.P. | | | | 42,258,436 | | |
HealthCor Partners Fund, L.P.(2) | | | | 2,431,951 | | |
Integral Capital Partners VIII, L.P.(2) | | | | 17,769,882 | | |
Lehman Brothers Venture Partners V, L.P. | | | | 1,074,270 | | |
MatlinPatterson Global Opportunities Partners III, L.P. | | | | 6,109,692 | | |
Monomoy Capital Partners, L.P. | | | | 1,644,360 | | |
Paulson Credit Opportunities II, L.P. | | | | 54,580,423 | | |
Pine Brook Capital Partners, L.P. | | | | 3,734,301 | | |
Pinto America Growth Fund, L.P. | | | | 1,167,517 | | |
Private Equity Investment Fund IV, L.P.(1)(2) | | | | 6,999,994 | | |
Q Funding III, L.P.(2) | | | | 15,530,354 | | |
Q4 Funding, L.P.(2) | | | | 44,074,477 | | |
Saints Capital VI, L.P.(2) | | | | 1,550,281 | | |
See accompanying notes to financial statements.
5
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
June 30, 2008
(Unaudited)
| | | | | | | |
| | Shares/ Par Value* | | Fair Value | | | % of Partners’ Capital |
| | | | | | | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued) | | | | | | | |
United States (continued) | | | | | | | |
Private Equity (6.63% of Partners’ Capital) (continued) | | | | | | | |
Sanderling Venture Partners VI Co-Investment Fund, L.P. | | | | $ 864,735 | | | |
Sanderling Venture Partners VI, L.P. | | | | 538,510 | | | |
Silver Lake Partners III, L.P. | | | | 1,072,717 | | | |
Sterling Capital Partners II, L.P. | | | | 1,685,627 | | | |
Sterling Capital Partners III, L.P. | | | | 1,818,537 | | | |
Sterling Group Partners II, L.P. | | | | 1,937,398 | | | |
Strategic Value Global Opportunities Fund I-A, L.P | | | | 3,247,830 | | | |
The Column Group, L.P. | | | | 933,236 | | | |
The Resolute Fund II, L.P. | | | | 1,296,121 | | | |
Trivest Fund IV, L.P.(2) | | | | 3,572,449 | | | |
Tuckerbrook SB Global Distressed Fund I, L.P.(2) | | | | 6,392,308 | | | |
VCFA Private Equity Partners IV, L.P.(1) | | | | 1,173,543 | | | |
VCFA Venture Partners V, L.P. | | | | 2,770,035 | | | |
Voyager Capital Fund III, L.P. | | | | 561,593 | | | |
Real Estate (2.87% of Partners’ Capital) | | | | | | | |
Aslan Realty Partners III, LLC | | | | 2,035,674 | | | |
Cypress Realty VI, L.P. | | | | 3,195,166 | | | |
DaVinci Corporate Opportunity Partners, L.P. | | | | 7,384,786 | | | |
ING Clarion Global, L.P.(2) | | | | 27,792,766 | | | |
ING Clarion U.S., L.P.(2) | | | | 27,611,288 | | | |
Legacy Partners Realty Fund II, LLC | | | | 9,475,626 | | | |
Monsoon Infrastructure & Realty Co-Invest, L.P.(2) | | | | 2,987,500 | | | |
MONY/Transwestern Mezzanine Realty Partners II, LLC(1) | | | | 2,036,595 | | | |
Northwood Real Estate Co-Investors, L.P.(2) | | | | (51,243 | ) | | |
Northwood Real Estate Partners, L.P. | | | | (146,508 | ) | | |
Oak Hill REIT Plus Fund, L.P.(2) | | | | 7,267,634 | | | |
Parmenter Realty Fund III, L.P. | | | | 5,666,864 | | | |
Square Mile Partners III, L.P.(2) | | | | 3,433,385 | | | |
Wells Street Global Partners, L.P.(3) | | | | 25,375,140 | | | |
Woodbourne Daybreak Global Fund, L.P.(2) | | | | 25,945,321 | | | |
| | | | | | | |
Total United States | | | | 3,798,130,543 | | | |
| | | | | | | |
Total Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (Cost $3,865,680,359) | | | | 4,285,439,208 | | | 81.88% |
| | | | | | | |
Passive Foreign Investment Companies | | | | | | | |
Republic of Mauritius | | | | | | | |
International Equity (0.15% of Partners’ Capital) | | | | | | | |
India Capital Fund Ltd. A2 Shares | | 187,107 | | 8,034,375 | | | |
| | | | | | | |
Total Republic of Mauritius (Cost $4,500,000) | | | | 8,034,375 | | | 0.15% |
| | | | | | | |
See accompanying notes to financial statements.
6
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
June 30, 2008
(Unaudited)
| | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital |
| | | | | | |
Passive Foreign Investment Companies (continued) | | | | | | |
Bermuda Exempted Mutual Fund Company | | | | | | |
Private Equity (0.59% of Partners’ Capital) | | | | | | |
El Tejar Ltd. | | | | $ 9,800,000 | | |
Highland CDO Opportunity Fund, Ltd. | | 20,448 | | 20,800,082 | | |
| | | | | | |
Total Bermuda Exempted Mutual Fund Company (Cost $32,000,000) | | | | 30,600,082 | | 0.59% |
| | | | | | |
Cayman Companies Limited by Shares | | | | | | |
Absolute Return (1.27% of Partners’ Capital) | | | | | | |
Overseas CAP Partners, Inc.(3) | | 43,913 | | 66,608,713 | | |
International Equity (2.00% of Partners’ Capital) | | | | | | |
Ajeej Mena Fund(2) | | 213,420 | | 30,138,451 | | |
The Russian Prosperity Fund | | 1,056,068 | | 44,196,429 | | |
Quorum Fund Ltd.(2) | | 349,876 | | 30,232,330 | | |
Natural Resources (0.22% of Partners’ Capital) | | | | | | |
Ospraie Special Opportunities (Offshore), Ltd. | | | | 11,460,237 | | |
Real Estate (0.49% of Partners’ Capital) | | | | | | |
Wells Street Offshore Ltd.(2) | | 32,000 | | 25,786,880 | | |
| | | | | | |
Total Cayman Companies Limited by Shares (Cost $206,537,412) | | | | 208,423,040 | | 3.98% |
| | | | | | |
Total Passive Foreign Investment Companies (Cost $243,037,412) | | | | 247,057,497 | | 4.72% |
| | | | | | |
Private Corporations | | | | | | |
United States | | | | | | |
Real Estate (0.23% of Partners’ Capital) | | | | | | |
Legacy Partners Realty Fund III, Inc. | | | | 5,115,943 | | |
Net Lease Private REIT V, Inc.(1) | | | | 1,543,669 | | |
Net Lease Private REIT VI, Inc.(1) | | | | 3,985,108 | | |
Net Lease Private REIT VII, Inc.(1)(2) | | | | 750,000 | | |
Net Lease Private REIT VII-A, Inc.(1)(2) | | | | 750,000 | | |
| | | | | | |
Total Private Corporations (Cost $12,677,950) | | | | 12,144,720 | | 0.23% |
| | | | | | |
Total Investments in Investment Funds (Cost $4,121,395,721) | | | | 4,544,641,425 | | 86.83% |
| | | | | | |
Investments in Securities | | | | | | |
Investments in Registered Investment Companies | | | | | | |
Closed End Funds | | | | | | |
United States (0.02% of Partners’ Capital) | | | | | | |
International Equity | | | | | | |
The China Fund, Inc.(1) | | 25,586 | | 780,885 | | |
| | | | | | |
Total Closed End Funds (Cost $884,252) | | | | 780,885 | | 0.02% |
| | | | | | |
See accompanying notes to financial statements.
7
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
June 30, 2008
(Unaudited)
| | | | | | | |
| | Shares/ Par Value* | | Fair Value | | % of Partners’ Capital |
Investments in Registered Investment Companies (continued) | | | | | | | |
Exchange Traded Funds | | | | | | | |
United States | | | | | | | |
Fixed Income (2.34% of Partners’ Capital) | | | | | | | |
iShares Lehman 1-3 Year Treasury Bond Fund(1) | | 1,065,896 | | $ | 88,352,119 | | |
iShares Lehman 20+ Year Treasury Bond Fund(1) | | 161,306 | | | 14,894,996 | | |
SPDR Lehman International Treasury Bond ETF | | 350,000 | | | 19,309,500 | | |
Natural Resources (3.56% of Partners’ Capital) | | | | | | | |
The Energy Select Sector SPDR Fund(1) | | 369,246 | | | 32,670,886 | | |
Market Vectors Gold Miners ETF | | 655,842 | | | 31,867,363 | | |
HOLDRs Oil Service Trust(1) | | 185,700 | | | 41,227,257 | | |
Powershares DB Agriculture Fund | | 234,102 | | | 9,523,270 | | |
SPDR Gold Trust | | 260,906 | | | 23,846,808 | | |
Ultrashort Oil & Gas Proshares(1) | | 1,766,023 | | | 47,170,474 | | |
Real Estate (0.40% of Partners’ Capital) | | | | | | | |
Ultrashort Real Estate Proshares(1) | | 200,000 | | | 21,000,000 | | |
| | | | | | | |
Total Exchange Traded Funds (Cost $313,923,528) | | | | | 329,862,673 | | 6.30% |
| | | | | | | |
Open End Funds | | | | | | | |
United States | | | | | | | |
Fixed Income (2.43% of Partners’ Capital) | | | | | | | |
Pimco Foreign Bond (Unhedged)(1) | | 5,863,681 | | | 63,503,667 | | |
Pimco Total Return(1) | | 5,998,522 | | | 63,764,285 | | |
International Equity (0.35% of Partner’s Capital) | | | | | | | |
Fidelity Japan Smaller Companies Fund | | 1,864,196 | | | 18,157,267 | | |
Natural Resources (1.56% of Partners’ Capital) | | | | | | | |
BlackRock Global Resources Portfolio | | 579,136 | | | 49,330,825 | | |
The Tocqueville Gold Fund | | 657,735 | | | 32,334,229 | | |
Real Estate (0.73% of Partners’ Capital) | | | | | | | |
Cohen & Steers Asia Pacific Realty Shares(1) | | 216,016 | | | 2,291,931 | | |
ING International Real Estate Fund(1) | | 1,040,553 | | | 10,759,321 | | |
Morgan Stanley Institutional Fund—International Real Estate Portfolio | | 1,154,176 | | | 24,964,818 | | |
| | | | | | | |
Total United States | | | | | 265,106,343 | | |
| | | | | | | |
Total Open End Funds (Cost $271,612,361) | | | | | 265,106,343 | | 5.07% |
| | | | | | | |
Total Investments in Registered Investment Companies (Cost $586,420,141) | | | | | 595,749,901 | | 11.39% |
| | | | | | | |
Total Investments in Securities (Cost $586,420,141) | | | | | 595,749,901 | | 11.39% |
| | | | | | | |
Total Investments (Cost $4,707,815,862) | | | | $ | 5,140,391,326 | | 98.22% |
| | | | | | | |
* | Shares or par value is listed for each investment if it is applicable for that investment type. |
** | For certain Investment Funds for which the Master Fund has a capital commitment, the Master Fund may be allocated its pro-rata share of expenses prior to having to fund a capital call for such expenses. |
*** | All securities are non-income producing unless noted otherwise. |
(1) | Income Producing Security. |
(2) | Affiliated investments. |
(3) | Affiliated investments for which ownership exceeds 25%. |
See accompanying notes to financial statements.
8
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Statement of Operations
Six Months Ended June 30, 2008
(Unaudited)
| | | | |
Investment income: | | | | |
Dividend income | | $ | 4,864,479 | |
Interest income | | | 2,334,042 | |
Interest income from affiliates | | | 62,808 | |
| | | | |
Total investment income | | | 7,261,329 | |
| | | | |
Expenses: | | | | |
Management fees | | | 21,944,615 | |
Administration fees | | | 1,232,006 | |
Legal fees | | | 222,343 | |
Professional fees | | | 379,322 | |
Custodian fees | | | 258,915 | |
Directors fees | | | 100,500 | |
Interest expense | | | 92,898 | |
Foreign tax expense | | | 7,700,666 | |
Other expenses | | | 402,589 | |
| | | | |
Total expenses | | | 32,333,854 | |
| | | | |
Net investment loss | | | (25,072,525 | ) |
| | | | |
Net realized and unrealized gain (loss) from investments: | | | | |
Net realized gain from investments | | | 32,150,549 | |
Net realized loss from investments in affiliates | | | (3,983,405 | ) |
Change in unrealized appreciation (depreciation) from investments | | | (8,940,305 | ) |
| | | | |
Net realized and unrealized gain (loss) from investments | | | 19,226,839 | |
| | | | |
Net decrease in partners’ capital resulting from operations | | $ | (5,845,686 | ) |
| | | | |
See accompanying notes to financial statements.
9
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Statement of Changes in Partners’ Capital
Year Ended December 31, 2007 and Six Months Ended June 30, 2008 (Unaudited)
| | | | |
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 | | | 7,628,487 | |
Net realized gain from investments in affiliates | | | 429,219 | |
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 | |
| | | | |
Contributions | | | 2,044,140,540 | |
Distributions | | | (74,647,038 | ) |
Net decrease in partners’ capital resulting from operations: | | | | |
Net investment loss | | | (25,072,525 | ) |
Net realized gain from investments | | | 32,150,549 | |
Net realized loss from investments in affiliates | | | (3,983,405 | ) |
Change in unrealized appreciation (depreciation) from investments | | | (8,940,305 | ) |
| | | | |
Net decrease in partners’ capital resulting from operations | | | (5,845,686 | ) |
| | | | |
Partners’ capital at June 30, 2008 | | $ | 5,233,616,496 | |
| | | | |
See accompanying notes to financial statements.
10
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Statement of Cash Flows
Six Months Ended June 30, 2008
(Unaudited)
| | | | |
Cash flow from operating activities: | | | | |
Net decrease in partners’ capital resulting from operations | | $ | (5,845,686 | ) |
Adjustments to reconcile net decrease in partners’ capital resulting from operations to net cash used in operating activities: | | | | |
Purchases of investments | | | (2,207,751,300 | ) |
Proceeds from disposition of investments | | | 407,579,428 | |
Net realized gain from investments | | | (32,150,549 | ) |
Net realized loss from investments in affiliates | | | 3,983,405 | |
Change in unrealized appreciation (depreciation) from investments | | | 8,940,305 | |
Accretion of bond discount, net | | | (97,599 | ) |
Decrease in prepaid contributions to Investment Funds | | | 113,500,000 | |
Decrease in interest and dividends receivable | | | 1,323,879 | |
Increase in investments receivable | | | (94,349,114 | ) |
Increase in prepaids and other assets | | | (241,672 | ) |
Decrease in investments purchased payable | | | (25,083,562 | ) |
Increase in management fees payable | | | 4,901,048 | |
Increase in offshore withholding tax payable | | | 7,485,666 | |
Increase in administration fees payable | | | 411,842 | |
Decrease in accounts payable and accrued expenses | | | (876,187 | ) |
| | | | |
Net cash used in operating activities | | | (1,818,270,096 | ) |
| | | | |
Cash flow from financing activities: | | | | |
Borrowings on line of credit | | | 59,923,808 | |
Repayments on line of credit | | | (103,981,305 | ) |
Decrease in subscriptions received in advance | | | (119,285,376 | ) |
Increase in redemptions payable | | | 15,010,231 | |
Contributions from partners | | | 2,044,140,540 | |
Distributions to partners | | | (74,647,038 | ) |
| | | | |
Net cash provided by financing activities | | | 1,821,160,860 | |
| | | | |
Net increase in cash and cash equivalents | | | 2,890,764 | |
Cash and cash equivalents at beginning of year | | | 50,258,707 | |
| | | | |
Cash and cash equivalents at end of year | | $ | 53,149,471 | |
| | | | |
Supplemental disclosure of cash activity: | | | | |
Cash paid for interest | | $ | 181,469 | |
See accompanying notes to financial statements.
11
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements
June 30, 2008
(Unaudited)
(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, 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 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.
12
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2008
(Unaudited)
(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.
Investments 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. |
13
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2008
(Unaudited)
| • | | 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 valuation date 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 change 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
14
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2008
(Unaudited)
costs; expenses of meetings of the partners; directors fees; all costs with respect to communications to partners; transfer taxes and taxes withheld on non-U.S. 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.
Effective January 1, 2007, the Master Fund adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48 “Accounting for the Uncertainty in Income Taxes” (“FIN 48”). 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 period. The Master Fund has not recognized any 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.
(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) FAIR VALUE MEASUREMENTS
Effective January 1, 2008, the Master Fund adopted Statement of 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 based on inputs used to value the fund’s investments, and requires additional disclosures about fair value measurements. SFAS 157 applies to fair value measurements already required or permitted by existing standards.
15
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2008
(Unaudited)
One key component of the implementation of SFAS 157 includes the development of a three-tiered fair value hierarchy. The basis of the tiers is dependent upon the various “inputs” used to determine the fair value of the Master Fund’s investments. These inputs are summarized in the three broad levels listed below:
| • | | Level 1—quoted prices in active markets for identical assets. |
| • | | Level 2—other significant inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.). |
| • | | Level 3—significant unobservable inputs (which may include the Master Fund’s own assumptions in determining the fair value of investments). |
The inputs or methodology used to value investments are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the 1940 Act. Generally, amortized cost approximates the current fair value of a security, but since the valuation is not obtained from a quoted price in an active market, such securities are reflected as Level 2.
The following is a summary categorization as of June 30, 2008, of the Master Fund’s investments based on the level of inputs utilized in determining the value of such investments:
| | | | | | | | | |
| | LEVEL 1 | | LEVEL 2 | | LEVEL 3 |
| | Quoted Prices | | Other Significant Observable Inputs | | Significant Unobservable Inputs |
Investments | | $ | 595,749,901 | | $ | — | | $ | 4,544,641,425 |
| | | | | | | | | |
Total | | $ | 595,749,901 | | $ | — | | $ | 4,544,641,425 |
| | | | | | | | | |
The categorization of investments amongst Levels 1 through 3 does not reflect the fact that many of the underlying investments held by the Investment Funds included in Level 3, if owned directly by the Master Fund, would be classified as Level 1 investments.
The following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:
| | | |
| | Investments |
Balance as of 12/31/2007 | | $ | 2,859,611,900 |
Accrued Accretion (Amortization) | | | — |
Change in Unrealized Appreciation (Depreciation) | | | 2,161,575 |
Net Purchase (Sales) | | | 1,682,867,950 |
Distributions | | | — |
| | | |
Balance as of 06/30/2008 | | $ | 4,544,641,425 |
| | | |
16
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2008
(Unaudited)
(k) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In March 2008, FASB issued the Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. SFAS 161 requires enhanced disclosures about a fund’s derivative and hedging activities, including how such activities are accounted for and their effect on the fund’s financial position, performance and cash flows. Management has recently begun evaluating the impact the adoption of SFAS 161 will have on the Master Fund’s financial statements and related disclosures.
(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 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. However, the Board retains the sole discretion to accept or reject the recommendation of the Adviser and to determine the amount of Interests, 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.
17
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2008
(Unaudited)
(4) INVESTMENTS IN PORTFOLIO SECURITIES
As of June 30, 2008, the Master Fund had investments in Investment Funds and securities. The securities previously being managed by the Master Fund’s sub-adviser were liquidated during the quarter ended June 30, 2008. The $211,000,000 in prepaid contribution to Investment Funds as of June 30, 2008 represents funding of a portion of the July 2008 investment in such funds. The agreements related to investments in Investment Funds provide for compensation to the Investment Funds’ managers/general partners 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, provide for periodic redemptions ranging from monthly to annually with lock up provisions usually for a period of up to four years. Investment Funds that do provide for periodic redemptions may, depending on the Investment Fund’s governing documents, have the ability to deny or delay a redemption request.
For the six months ended June 30, 2008, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were $2,207,751,300 and $394,517,362, respectively.
At June 30, 2008, 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 2008 activity) is shown below:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | �� | | | | 2008 Activity | | | | | 2008 Activity |
Investment Funds | | Shares 12/31/2007 | | Shares 6/30/2008 | | Fair Value 12/31/2007 | | Cost of Purchases | | Cost of Sales* | | Appreciation (Depreciation) | | | Fair Value 6/30/2008 | | Interest Income | | Realized Gain/(Loss) |
Algebris Global Financials Fund, L.P. | | | | | | $ | 37,940,000 | | $ | 40,000,000 | | | | $ | (8,551,937 | ) | | $ | 69,388,063 | | $ | 959 | | |
Anchorage Crossover Credit Fund, L.P. | | | | | | | — | | | 50,000,000 | | | | | 1,362,177 | | | | 51,362,177 | | | | | |
Anchorage Short Credit Fund, L.P. | | | | | | | 42,542,958 | | | 50,000,000 | | | | | 17,858,594 | | | | 110,401,552 | | | | | |
Ajeej Mena Fund | | — | | 213,420 | | | — | | | 30,000,000 | | | | | 138,451 | | | | 30,138,451 | | | | | |
BDCM Partners I, L.P. | | | | | | | 17,117,620 | | | 50,000,000 | | | | | (3,024,767 | ) | | | 64,092,853 | | | | | |
Bear Stearns Emerging Markets Macro Fund, L.P. | | | | | | | 12,207,301 | | | 20,000,000 | | | | | (1,108,524 | ) | | | 31,098,777 | | | | | |
Bonanza Partners, L.P. | | | | | | | 13,662,058 | | | 15,000,000 | | | | | (5,580,011 | ) | | | 23,082,047 | | | | | |
Boyer Allan Greater China Fund, L.P. | | | | | | | 7,900,700 | | | 25,000,000 | | | | | (2,349,428 | ) | | | 30,551,272 | | | | | |
BP Capital Energy Equity Fund II, L.P. | | | | | | | 52,721,334 | | | 20,000,000 | | | | | 18,372,831 | | | | 91,094,165 | | | | | |
CamCap Resources, L.P. | | | | | | | 20,180,489 | | | 40,000,000 | | | | | 5,261,767 | | | | 65,442,256 | | | | | |
Catterton Growth Partners, L.P. | | | | | | | — | | | 2,995,932 | | | | | (230,291 | ) | | | 2,765,641 | | | | | |
CCM Small Cap Value Qualified Fund, L.P. | | | | | | | 28,634,532 | | | 15,000,000 | | | | | (2,321,385 | ) | | | 41,313,147 | | | | | |
Chilton Global Natural Resources Partners, L.P. | | | | | | | 32,178,130 | | | 30,000,000 | | | | | 19,845,768 | | | | 82,023,898 | | | | | |
Chilton Investment Partners, L.P. | | | | | | | — | | | 60,000,000 | | | | | (2,194,395 | ) | | | 57,805,605 | | | | | |
Contrarian Equity Fund, L.P. | | | | | | | 9,755,255 | | | — | | | | | (125,604 | ) | | | 9,629,651 | | | | | |
Corriente Partners, L.P. | | | | | | | 25,439,200 | | | 20,000,000 | | | | | (36,868 | ) | | | 45,402,332 | | | | | |
Criterion Horizons Fund, L.P. | | | | | | | 12,655,374 | | | — | | | | | (1,505,151 | ) | | | 11,150,223 | | | | | |
Criterion Institutional Partners, L.P. | | | | | | | 15,195,780 | | | — | | | | | (1,723,396 | ) | | | 13,472,384 | | | | | |
Dace Ventures I, L.P. | | | | | | | 468,729 | | | 225,437 | | | | | (39,802 | ) | | | 654,364 | | | | | |
Diamond Hill Investment Partners II, L.P. | | | | | | | 30,913,630 | | | 25,000,000 | | | | | (2,092,426 | ) | | | 53,821,204 | | | | | |
Empire Capital Partners Enhanced, L.P. | | | | | | | — | | | 23,000,000 | | | | | (95,383 | ) | | | 22,904,617 | | | | | |
European Divergence Fund, L.P. | | | | | | | 14,946,000 | | | 60,000,000 | | | | | (7,866,625 | ) | | | 67,079,375 | | | | | |
Fairhaven Capital Partners, L.P. | | | | | | | — | | | 3,269,506 | | | | | (333,533 | ) | | | 2,935,973 | | | | | |
Forum European Realty Income III, L.P. | | | | | | | — | | | 3,644,194 | | | | | (164,511 | ) | | | 3,479,683 | | | 11,414 | | |
Global Undervalued Securities Fund (QP), L.P. | | | | | | | 51,842,345 | | | 20,000,000 | | | | | (5,035,535 | ) | | | 66,806,810 | | | | | |
18
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2008
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | 2008 Activity | | | | | | 2008 Activity | |
Investment Funds | | Shares 12/31/2007 | | Shares 6/30/2008 | | Fair Value 12/31/2007 | | Cost of Purchases | | Cost of Sales* | | Appreciation (Depreciation) | | | Fair Value 6/30/2008 | | | Interest Income | | Realized Gain/(Loss) | |
Gradient Europe Fund, L.P. | | | | | | $ | 34,018,983 | | | — | | | | | $ | (7,577,750 | ) | | $ | 26,441,233 | | | | | | | | |
GTIS Brazil Real Estate Fund (Brazilian Real)*** | | | | | | | — | | | — | | | | | | — | | | | — | | | | | | | | |
Halcyon European Structured Opportunities Fund, L.P. | | | | | | | 40,854,588 | | | — | | | | | | (9,265,556 | ) | | | 31,589,032 | | | | | | | | |
HealthCor, L.P. | | | | | | | 34,828,106 | | $ | 10,000,000 | | | | | | (958,424 | ) | | | 43,869,682 | | | | | | | | |
HealthCor Partners Fund, L.P. | | | | | | | 161,394 | | | 2,535,601 | | | | | | (265,044 | ) | | | 2,431,951 | | | | | | | | |
Highland Credit Strategies Fund, L.P. | | | | | | | 50,520,231 | | | 20,000,000 | | | | | | (11,213,362 | ) | | | 59,306,869 | | | | | | | | |
HomeField Partners, L.P. | | | | | | | 7,949,180 | | | 10,000,000 | | | | | | 167,753 | | | | 18,116,933 | | | | | | | | |
ING Clarion Global, L.P. | | | | | | | 12,953,741 | | | 15,000,000 | | | | | | (160,975 | ) | | | 27,792,766 | | | | | | | | |
ING Clarion U.S., L.P. | | | | | | | 28,039,427 | | | — | | | | | | (428,139 | ) | | | 27,611,288 | | | | | | | | |
Integral Capital Partners VIII, L.P. | | | | | | | — | | | 20,000,000 | | | | | | (2,230,118 | ) | | | 17,769,882 | | | | | | | | |
Intervale Capital Fund, L.P. | | | | | | | — | | | 2,999,687 | | | | | | (56,250 | ) | | | 2,943,437 | | | | | | | | |
Jetstream Global Institutional Fund, L.P. | | | | | | | 33,062,256 | | | — | | | | | | (4,440,415 | ) | | | 28,621,841 | | | | | | | | |
Kenmont Onshore Fund, L.P. | | | | | | | 22,974,269 | | | — | | | | | | (1,025,125 | ) | | | 21,949,144 | | | | | | | | |
Liberty Square Strategic Partners IV (Asia), L.P. | | | | | | | 23,384,493 | | | — | | | | | | (5,503,741 | ) | | | 17,880,752 | | | | | | | | |
LC Fund IV, L.P. | | | | | | | — | | | 1,000,000 | | | | | | (83,333 | ) | | | 916,667 | | | | | | | | |
Magnetar Capital Fund, L.P. | | | | | | | — | | | 70,000,000 | | | | | | (1,753,298 | ) | | | 68,246,702 | | | | | | | | |
Middle East North Africa Opportunities Fund, L.P. | | 50,246 | | 53,660 | | | 56,775,765 | | | 5,000,000 | | | | | | 3,811,051 | | | | 65,586,816 | | | | | | | | |
Miura Global Partners II, L.P. | | | | | | | — | | | 60,000,000 | | | | | | 2,372,482 | | | | 62,372,482 | | | | | | | | |
Monsoon India Inflection Fund 2, L.P. | | | | | | | 38,842,375 | | | — | | | | | | (21,806,066 | ) | | | 17,036,309 | | | | | | | | |
Monsoon Infrastructure & Realty Co-Invest, L.P. | | | | | | | — | | | 3,000,000 | | | | | | (12,500 | ) | | | 2,987,500 | | | | | | | | |
Montrica Global Opportunities Fund, L.P. | | | | | | | 52,639,100 | | | — | | | | | | (7,323,332 | ) | | | 45,315,768 | | | | | | | | |
Net Lease Private REIT VII, Inc. | | | | | | | — | | | 750,000 | | | | | | — | | | | 750,000 | | | | | | | | |
Net Lease Private REIT VII-A, Inc. | | | | | | | — | | | 750,000 | | | | | | — | | | | 750,000 | | | | | | | | |
NGP IX Offshore Fund, L.P. | | | | | | | — | | | 4,436,188 | | | | | | (567,299 | ) | | | 3,868,889 | | | | | | | | |
Northwood Real Estate Co-Investors, L.P. | | | | | | | — | | | 21,120 | | | | | | (72,363 | ) | | | (51,243 | ) | | | | | | | |
NWI Explorer Global Macro Fund, L.P. | | | | | | | 20,891,303 | | | — | | | | | | (1,899,885 | ) | | | 18,991,418 | | | | | | | | |
Oak Hill REIT Plus Fund, L.P. | | | | | | | 7,260,309 | | | — | | | | | | 7,325 | | | | 7,267,634 | | | | | | | | |
Orbis Real Estate Fund I | | | | | | | 3,371,920 | | | 460,538 | | | | | | 149,939 | | | | 3,982,397 | | | | | | | | |
Ore Hill Fund, L.P. | | | | | | | 40,885,463 | | | — | | | | | | (2,977,632 | ) | | | 37,907,831 | | | | | | | | |
Overseas CAP Partners, Inc. | | 43,222 | | 43,913 | | | 68,745,388 | | | — | | | | | | (2,136,675 | ) | | | 66,608,713 | | | | | | | | |
OZ Asia Domestic Partners, L.P. | | | | | | | 53,839,902 | | | — | | | | | | (2,867,416 | ) | | | 50,972,486 | | | | | | | | |
Pardus European Special Opportunities Fund, L.P. | | | | | | | 19,602,775 | | | — | | | | | | (7,812,163 | ) | | | 11,790,612 | | | | | | | | |
Paulson Advantage Plus, L.P. | | | | | | | 49,657,418 | | | 60,000,000 | | | | | | 21,384,444 | | | | 131,041,862 | | | | | | | | |
Paulson Partners Enhanced, L.P. | | | | | | | 49,131,737 | | | — | | | | | | 5,514,417 | | | | 54,646,154 | | | | | | | | |
Phoenix Asia Real Estate Investments II , L.P. | | | | | | | 1,730,733 | | | 6,075,000 | | | | | | 631,673 | | | | 8,437,406 | | | | | | | | |
PIPE Equity Partners, LLC | | | | | | | 24,987,225 | | | 40,000,000 | | | | | | 150,083 | | | | 65,137,308 | | | | | | | | |
Private Equity Investment Fund IV, L.P. | | | | | | | 4,982,123 | | | 2,625,816 | | | | | | (607,945 | ) | | | 6,999,994 | | | $ | 50,435 | | | | |
PSAM WorldArb Partners, L.P. | | | | | | | 53,203,150 | | | — | | | | | | (2,448,715 | ) | | | 50,754,435 | | | | | | | | |
Q Funding III, L.P. | | | | | | | 13,489,051 | | | 2,335,243 | | | | | | (293,940 | ) | | | 15,530,354 | | | | | | | | |
Q4 Funding, L.P. | | | | | | | 42,168,465 | | | 2,736,485 | | | | | | (830,473 | ) | | | 44,074,477 | | | | | | | | |
Quorum Fund Ltd. | | — | | 349,876 | | | — | | | 30,000,000 | | | | | | 232,330 | | | | 30,232,330 | | | | | | | | |
Redbrick Capital, L.P. | | | | | | | 53,696,673 | | | — | | $ | 35,000,000 | | | (1,661,274 | ) | | | 17,035,399 | | | | | | $ | (3,983,405 | ) |
Saints Capital VI, L.P. | | | | | | | — | | | 1,650,281 | | | | | | (100,000 | ) | | | 1,550,281 | | | | | | | | |
Samlyn Onshore Fund, L.P. | | | | | | | 26,445,230 | | | — | | | | | | 1,758,338 | | | | 28,203,568 | | | | | | | | |
SCP Sakonnet Fund, L.P. | | | | | | | 20,409,418 | | | 20,102,200 | | | | | | 3,660,776 | | | | 44,172,394 | | | | | | | | |
Skopos HG Fund, LLC | | 100,000 | | 262,504 | | | 11,851,657 | | | 25,000,000 | | | | | | 1,054,928 | | | | 37,906,585 | | | | | | | | |
Sorin Fund, L.P. | | | | | | | 30,387,760 | | | 30,000,000 | | | | | | (1,150,335 | ) | | | 59,237,425 | | | | | | | | |
Southport Energy Plus Partners, L.P. | | | | | | | 52,790,045 | | | 20,000,000 | | | | | | 22,060,868 | | | | 94,850,913 | | | | | | | | |
Square Mile Partners III, L.P. | | | | | | | — | | | 3,527,135 | | | | | | (93,750 | ) | | | 3,433,385 | | | | | | | | |
Standard Pacific Asymmetric Opportunities Fund, L.P. | | | | | | | — | | | 54,000,000 | | | | | | 2,082,235 | | | | 56,082,235 | | | | | | | | |
Tarpon All Equities Fund, LLC | | | | | | | 10,940,575 | | | 14,000,000 | | | | | | 1,541,414 | | | | 26,481,989 | | | | | | | | |
The Raptor Global Fund, L.P. | | | | | | | 50,637,395 | | | 15,000,000 | | | | | | 374,030 | | | | 66,011,425 | | | | | | | | |
The Rohatyn Group Local Currency Opportunity Partners, L.P. | | | | | | | 40,743,644 | | | 30,000,000 | | | | | | 2,173,293 | | | | 72,916,937 | | | | | | | | |
19
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2008
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | 2008 Activity | | | | | 2008 Activity | |
Investment Funds | | Shares 12/31/2007 | | Shares 6/30/2008 | | Fair Value 12/31/2007 | | Cost of Purchases | | Cost of Sales* | | Appreciation/ (Depreciation) | | | Fair Value 6/30/2008 | | Interest Income | | Realized Gain/(Loss) | |
Tiedemann/Falconer Partners, L.P. | | | | | | $ | 31,993,945 | | $ | 15,000,000 | | | | | $ | 167,541 | | | $ | 47,161,486 | | | | | | | |
Tiger Consumer Partners, L.P. | | | | | | | 21,137,490 | | | 15,000,000 | | | | | | 2,076,701 | | | | 38,214,191 | | | | | | | |
Torrey Pines Fund, LLC | | | | | | | 35,948,659 | | | 15,000,000 | | | | | | (793,891 | ) | | | 50,154,768 | | | | | | | |
Treaty Oak Partners (QP), L.P. | | | | | | | 19,159,668 | | | — | | | | | | 2,932,044 | | | | 22,091,712 | | | | | | | |
Trivest Fund IV, L.P. | | | | | | | 141,053 | | | 3,750,546 | | | | | | (319,150 | ) | | | 3,572,449 | | | | | | | |
Trustbridge Partners II, L.P. | | | | | | | 7,186,043 | | | 7,120,712 | | | | | | (178,824 | ) | | | 14,127,931 | | | | | | | |
Tuckerbrook SB Global Distressed Fund I, L.P. | | | | | | | 5,737,938 | | | 777,000 | | | | | | (122,630 | ) | | | 6,392,308 | | | | | | | |
Velite Energy, L.P. | | | | | | | 46,736,154 | | | — | | | | | | 28,915,986 | | | | 75,652,140 | | | | | | | |
Waterstone Market Neutral Fund, L.P. | | | | | | | 34,512,285 | | | 40,000,000 | | | | | | 10,665,345 | | | | 85,177,630 | | | | | | | |
Wells Street Global Partners, L.P. | | | | | | | 5,048,838 | | | 25,000,000 | | | | | | (4,673,698 | ) | | | 25,375,140 | | | | | | | |
Wells Street Offshore Ltd. | | — | | 32,000 | | | 10,268,700 | | | 22,000,000 | | | | | | (6,481,820 | ) | | | 25,786,880 | | | | | | | |
Whitebox Combined Fund, L.P. | | | | | | | — | | | 70,000,000 | | | | | | 2,338,653 | | | | 72,338,653 | | | | | | | |
Woodbourne Daybreak Global Fund, L.P. | | | | | | | 30,678,356 | | | — | | | | | | (4,733,035 | ) | | | 25,945,321 | | | | | | | |
Z Capital Senior Debt Fund, L.P. | | | | | | | 31,219,541 | | | 30,000,000 | | | | | | (7,378,695 | ) | | | 53,840,846 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Investment Funds | | 193,468 | | 955,373 | | $ | 1,894,923,372 | | $ | 1,429,788,621 | | $ | 35,000,000 | | $ | 10,378,629 | | | $ | 3,300,090,622 | | $ | 62,808 | | $ | (3,983,405 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
* | Sales include return of capital. |
** | Voting rights have been waived for these investments. |
*** | Affiliated investment based on capital commitment. No contributions have been made as of June 30, 2008. |
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 Master Fund’s book cost as of June 30, 2008 was $4,707,815,862 resulting in an accumulated net unrealized appreciation of $432,575,464 consisting of $597,436,086 in gross unrealized appreciation and $164,860,622 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 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
20
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2008
(Unaudited)
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 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 June 30, 2008, the Master Fund had $5,233,616,496 in net assets. The total administration fee incurred for the six months ended June 30, 2008 was $1,232,006.
(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 partners. For the six months ended June 30, 2008, $21,944,615 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.
(9) INDEBTEDNESS OF THE FUND
As a fundamental policy, the Master Fund may borrow up to, but not more than, 25% 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
21
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2008
(Unaudited)
investment limitations under the 1940 Act, 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 June 30, 2008, there were no outstanding borrowings under the credit facility. The weighted average interest rate paid on the line of credit outstanding borrowings during the six-month period ended June 30, 2008 was 6.55%.
(10) FINANCIAL HIGHLIGHTS
| | | | | | | | | | | | | | | | | | |
| | Six months ended June 30, 2008 (Unaudited) | | 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 | | | (1.15)% | | | (0.63)% | | | (0.61)% | | | (0.44)% | | | (0.92)% | | | (0.26)% |
Expenses to average partners’ capital1,3 | | | 1.48% | | | 1.37% | | | 1.24% | | | 1.28% | | | 1.51% | | | 0.66% |
Portfolio Turnover | | | 9.40% | | | 4.19% | | | 15.31% | | | 12.65% | | | 10.29% | | | 11.90% |
Total Return2 | | | (1.02)% | | | 16.91% | | | 12.37% | | | 10.40% | | | 8.90% | | | 21.66% |
Partners’ capital, end of period | | $ | 5,233,616,496 | | $ | 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 | | $ | 2,806,765 | | $ | 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. These ratios have been annualized for periods less than twelve months. |
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. |
22
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2008
(Unaudited)
(11) SUBSEQUENT EVENTS
The Adviser recommended to the Board that a tender offer in an amount of up to $527,000,000 be made based on the projected September 30, 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 August 31, 2008 was sent out to the partners in the Master Fund.
23
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information
June 30, 2008
(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.
Compensation for Directors
The Master Fund, the Registered Fund and the TEI Fund together pay each of the Directors who is not an “interested person” of the Adviser, as defined in the 1940 Act (the “Independent Directors”) an annual fee of $20,000, which is paid quarterly, a fee of $4,000 per Board meeting, a fee of $1,000 per informal meeting, a fee of $1,000 per meeting for each member on the audit committee and an additional fee of $2,500 per audit committee meeting for the audit committee chairman. In the interest of retaining Independent Directors of high quality, the Board intends to periodically review such compensation and may modify it as the Board deems appropriate.
Allocation of Investments
The following chart indicates the allocation of investments among the asset classes in the Master Fund as of June 30, 2008.
| | | | | |
Asset Class1 | | Fair Value | | % |
Domestic Equity | | $ | 499,101,710 | | 9.71 |
International Equity | | | 739,589,924 | | 14.39 |
Opportunistic Equity | | | 387,845,863 | | 7.55 |
Absolute Return | | | 1,042,883,468 | | 20.28 |
Real Estate | | | 278,468,493 | | 5.42 |
Natural Resources | | | 772,594,381 | | 15.03 |
Private Equity | | | 435,967,612 | | 8.48 |
Fixed Income | | | 249,824,567 | | 4.86 |
Enhanced Fixed Income | | | 734,115,308 | | 14.28 |
| | | | | |
Total Investments | | $ | 5,140,391,326 | | 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. |
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.
24
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
June 30, 2008
(Unaudited)
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.
Board Consideration of the Investment Management Agreement
At an in-person meeting of the Board held on January 16, 2008, the Board considered and approved the continuation of the Investment Management Agreement between the Master Fund and the Adviser. In preparation for review of this agreement, the Board requested the Adviser to provide detailed information which the Board determined to be reasonably necessary to evaluate the agreement. Prior to the January 16, 2008 meeting of the Board, the Independent Directors met in-person among themselves to review and discuss aspects of the materials, initially with, and later without, representatives of the Adviser being present. At the request of the Independent Directors, the Adviser made extensive presentations regarding the materials and responded to questions from the Independent Directors relating to, among other things, portfolio management, the Master Fund’s sub-adviser, the Adviser’s staffing and training program, Master Fund and Adviser compliance programs, Master Fund performance including benchmarks and comparisons to other funds, Master Fund fee levels, and the Adviser’s profitability and any economies of scale. Further, the Board, including the Independent Directors, took into consideration information furnished for the Board’s review and consideration throughout the year at regular Board meetings, as well as the information specifically prepared in connection with the renewal process. The Board was assisted at all times by counsel to the Master Fund.
The Board noted that during 2007 it had approved a new agreement with the Master Fund’s sub-adviser, necessitated by a change in control of the sub-adviser, which following Board approval had been approved by a vote of Master Fund partners in 2007. The sub-advisory agreement therefore would not be considered for renewal until 2009.
Following the Board’s review, the Board concluded that the Investment Management Agreement enables the Master Fund’s partners to obtain high quality services at a cost that is appropriate, reasonable, and in the best interests of investors based upon the following determinations, among others:
The nature, extent and quality of the advisory services provided. With respect to the Investment Management Agreement, the Board considered: the background and experience of key investment personnel and the Adviser’s ability to retain them; the Adviser’s disciplined investment approach and commitment to investment principles; the Adviser’s significant investment in and commitment to personnel, including additional hiring and extensive training; the Adviser’s significant compliance and tax reporting efforts, and oversight of sales; and, the Adviser’s oversight and monitoring of the sub-adviser and oversight of and interaction with other service providers.
25
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
June 30, 2008
(Unaudited)
The Board concluded that the nature, extent and quality of the management and advisory service provided were appropriate and thus supported a decision to renew the Investment Management Agreement. The Board also concluded that the Adviser would be able to provide during the coming year the same quality 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 and investor needs.
The investment performance of the Master Fund. The Board evaluated the comparative information provided by the Adviser regarding the Master Fund’s investment performance, information on the performance of other investment funds and various indices, including the relevance of various indices. The Board also considered the various performance reports received throughout the year. The Adviser noted that it was generally satisfied with the performance of the sub-adviser. The Board concluded that the Master Fund’s investment performance for the period was superior on a relative basis. On the basis of the Directors’ assessment, the Directors concluded that the Adviser (with the assistance of the sub-adviser) 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, and fully competitive with comparable funds.
The cost of advisory service provided and the level of profitability. In analyzing the cost of services and profitability of the Adviser, the Board considered the revenues earned and expenses incurred by the Adviser, including that the Adviser pays the sub-adviser from the Adviser’s fees. The Board took into account the significant investment by and cost to the Adviser in additional personnel and service infrastructure to support the Master Fund and its growth. On the basis of the Board’s review of the fees to be charged by the Adviser for investment advisory and related services, the unique nature of the Master Fund’s investment program, the Adviser’s financial information, the fees paid by the Adviser to the sub-adviser, and the costs associated with managing the Master Fund, the Board concluded that the level of investment management fees and the profitability is appropriate in light of the services provided, the management fees and overall expense ratios of comparable investment companies, and the anticipated profitability of the relationship between the Master Fund and the Adviser. Further, on the basis of comparative information supplied by the Adviser, the Board determined that the management fees and estimated overall expense ratio of the Master Fund were competitive with comparable investment companies.
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 Master Fund investors. While noting that the management fees will not decrease as the level of Master Fund assets increase, the Board concluded that the management fees appropriately reflect the Master Fund’s complex operations, the current economic environment for the Adviser, including its substantial investment relating to support of the Master Fund and the competitive nature of the investment company market as relevant to the Master Fund. The Board noted that as the Master Fund has grown, the need for investor support and in particular infrastructure and tax reporting has grown, and that increased size to date has not generally produced significant economies of scale. The Board noted that it will have the opportunity to periodically re-examine whether the Master Fund has achieved economies of scale, as well as the appropriateness of management fees payable to the Adviser and sub-adviser, in the future.
Benefits (such as soft dollars) to the Adviser from its relationship with the Master Fund. The Board concluded that other benefits derived by the Adviser from its relationship with the Master Fund, to the extent such benefits are identifiable or determinable, are reasonable and fair, result from the provision of appropriate services to the Master Fund and investors therein, and are consistent with industry practice and the best interests
26
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
June 30, 2008
(Unaudited)
of the Master Fund and its partners. In this regard, the Board noted that the Adviser does not realize “soft dollar” benefits from its relationship with the Master Fund.
Other considerations. The Board determined that the Adviser has made a substantial commitment both to the recruitment and retention of high quality personnel and the provision of investor services, and maintained and expanded the financial, compliance and operational resources reasonably necessary to manage the Master Fund in a professional manner that is consistent with the best interests of the Master Fund and its partners. The Directors also concluded that the Adviser has made a significant entrepreneurial commitment to the management and success of the Master Fund.
27
![LOGO](https://capedge.com/proxy/N-CSRS/0001193125-08-183352/g32743blue40.jpg)
4265 SAN FELIPE
SUITE 800
HOUSTON, TEXAS 77027
TEL 800-725-9456
FAX 713-993-4698
Not applicable.
Item 3. | Audit Committee Financial Expert. |
Not applicable.
Item 4. | Principal Accountant Fees and Services. |
Not applicable.
Item 5. | Audit Committee of Listed Registrants. |
Not applicable.
(a) Included in Item 1.
(b) Not applicable.
Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable.
Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable.
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable.
Item 10. | Submission of Matters to a Vote of Security Holders. |
Not applicable.
Item 11. | Controls and Procedures. |
The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is (i) accumulated and communicated to the investment company’s management, including its certifying officers, to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) 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) Not applicable.
(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.
(a)(3) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) are furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | |
(Registrant) The Endowment Master Fund, L.P. | | |
| | |
By (Signature and Title) | | /s/ John A. Blaisdell | | |
| | John A. Blaisdell | | |
| | Co- Principal Executive Officer | | |
| | |
Date: August 22, 2008 | | | | |
| | |
By (Signature and Title) | | /s/ Andrew B. Linbeck | | |
| | Andrew B. Linbeck | | |
| | Co- Principal Executive Officer | | |
| | |
Date: August 22, 2008 | | | | |
| | |
By (Signature and Title) | | /s/ A. Haag Sherman | | |
| | A. Haag Sherman | | |
| | Co- Principal Executive Officer | | |
| | |
Date: August 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. |
| | |
By (Signature and Title) | | /s/ John A. Blaisdell | | |
| | John A. Blaisdell | | |
| | Co-Principal Executive Officer | | |
| | |
Date: August 22, 2008 | | | | |
| | |
By (Signature and Title) | | /s/ Andrew B. Linbeck | | |
| | Andrew B. Linbeck | | |
| | Co-Principal Executive Officer | | |
| | |
Date: August 22, 2008 | | | | |
| | |
By (Signature and Title) | | /s/ A. Haag Sherman | | |
| | A. Haag Sherman | | |
| | Co-Principal Executive Officer | | |
| | |
Date: August 22, 2008 | | | | |
| | |
By (Signature and Title) | | /s/ John E. Price | | |
| | John E. Price | | |
| | Principal Financial Officer | | |
| | |
Date: August 22, 2008 | | | | |