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 811-21730
The Endowment TEI Fund, L.P.
(Exact name of registrant as specified in charter)
4265 SAN FELIPE, 8th FLOOR, HOUSTON, TX 77027
(Address of principal executive offices) (Zip code)
| | |
John A. Blaisdell The Endowment TEI Fund, L.P. 4265 San Felipe, 8th Floor Houston, TX 77027 | | With a copy to: George J. Zornada K & L Gates LLP State Street Financial Center One Lincoln St. |
(Name and address of agent for service) | | Boston, MA 02111-2950 |
| | (617) 261-3231 |
Registrant’s telephone number, including area code: 800-725-9456
Date of fiscal year end: 12/31/13
Date of reporting period: 6/30/13
Item 1. Reports to Stockholders.
![LOGO](https://capedge.com/proxy/N-CSRS/0001193125-13-359504/g571189page010.jpg)
TABLE OF CONTENTS
THE ENDOWMENT TEI FUND, L.P.
(A Limited Partnership)
Statement of Assets, Liabilities and Partners’ Capital
June 30, 2013
(Unaudited)
| | | | |
Assets | | | | |
Investment in the Offshore TEI Fund, at fair value | | $ | 1,204,215,683 | |
Receivable from the Offshore TEI Fund | | | 65,500,000 | |
Advanced contributions to the Offshore TEI Fund | | | 15,004 | |
| | | | |
Total assets | | | 1,269,730,687 | |
| | | | |
Liabilities and Partners' Capital | | | | |
Contributions received in advance | | | 15,004 | |
Withdrawals payable | | | 65,500,000 | |
Servicing Fees payable | | | 3,306,102 | |
Payable to Adviser | | | 250 | |
Accounts payable and accrued expenses | | | 498,495 | |
| | | | |
Total liabilities | | | 69,319,851 | |
| | | | |
Partners’ capital | | | 1,200,410,836 | |
| | | | |
Total liabilities and partners’ capital | | $ | 1,269,730,687 | |
| | | | |
See accompanying notes to financial statements.
1
THE ENDOWMENT TEI FUND, L.P.
(A Limited Partnership)
Statement of Operations
Six months Ended June 30, 2013
(Unaudited)
| | | | |
Net investment loss allocated from the Offshore TEI Fund: | | | | |
Dividend income | | $ | 1,451,340 | |
Interest income | | | 967,564 | |
Dividend income from affiliated investments | | | 1,178,952 | |
Interest income from affiliated investments | | | 7,957 | |
Expenses | | | (10,767,372 | ) |
| | | | |
Net investment loss allocated from the Offshore TEI Fund | | | (7,161,559 | ) |
| | | | |
Expenses of the TEI Fund: | | | | |
Servicing Fees | | | 6,781,492 | |
Professional fees | | | 135,735 | |
Other expenses | | | 224,002 | |
| | | | |
Total expenses of the TEI Fund | | | 7,141,229 | |
| | | | |
Net investment loss of the TEI Fund | | | (14,302,788 | ) |
| | | | |
Net realized and unrealized gain (loss) from investments allocated from the Offshore TEI Fund: | | | | |
Net realized gain from investments | | | 5,196,566 | |
Change in unrealized appreciation/depreciation from investments | | | (23,402,911 | ) |
| | | | |
Net realized and unrealized loss from investments allocated from the Offshore TEI Fund | | | (18,206,345 | ) |
| | | | |
Net decrease in partners’ capital resulting from operations | | $ | (32,509,133 | ) |
| | | | |
See accompanying notes to financial statements.
2
THE ENDOWMENT TEI FUND, L.P.
(A Limited Partnership)
Statements of Changes in Partners’ Capital
Year Ended December 31, 2012 and
Six months Ended June 30, 2013 (Unaudited)
| | | | |
Partners’ capital at December 31, 2011 | | $ | 1,788,456,035 | |
Contributions | | | 77,578,800 | |
Withdrawals | | | (517,181,000 | ) |
Early repurchase fees | | | 40,326 | |
Net increase in partners’ capital resulting from operations: | | | | |
Net investment loss | | | (33,692,743 | ) |
Net realized gain from investments | | | 118,223,644 | |
Change in unrealized appreciation/depreciation from investments | | | (63,558,025 | ) |
| | | | |
Net increase in partners’ capital resulting from operations | | | 20,972,876 | |
| | | | |
Partners’ capital at December 31, 2012 | | | 1,369,867,037 | |
| | | | |
Contributions | | | 10,544 | |
Withdrawals | | | (136,957,612 | ) |
Net decrease in partners’ capital resulting from operations: | | | | |
Net investment loss | | | (14,302,788 | ) |
Net realized gain from investments | | | 5,196,566 | |
Change in unrealized appreciation/depreciation from investments | | | (23,402,911 | ) |
| | | | |
Net decrease in partners’ capital resulting from operations | | | (32,509,133 | ) |
| | | | |
Partners’ capital at June 30, 2013 | | $ | 1,200,410,836 | |
| | | | |
See accompanying notes to financial statements.
3
THE ENDOWMENT TEI FUND, L.P.
(A Limited Partnership)
Statement of Cash Flows
Six Months Ended June 30, 2013
(Unaudited)
| | | | |
Cash flows from operating activities: | | | | |
Net decrease in partners’ capital resulting from operations | | $ | (32,509,133 | ) |
Adjustments to reconcile net decrease in partners’ capital resulting from operations to net cash provided by operating activities: | | | | |
Net realized and unrealized loss from investments allocated from the Offshore TEI Fund | | | 18,206,345 | |
Net investment loss allocated from the Offshore TEI Fund | | | 7,161,559 | |
Contributions to the Offshore TEI Fund | | | (10,546 | ) |
Redemptions from the Offshore TEI Fund | | | 144,259,395 | |
Change in operating assets and liabilities: | | | | |
Receivable from the Offshore TEI Fund | | | 25,780,374 | |
Advanced contributions to the Offshore TEI Fund | | | (15,004 | ) |
Servicing Fees payable | | | (276,634 | ) |
Payable to Adviser | | | 250 | |
Accounts payable and accrued expenses | | | 115,831 | |
| | | | |
Net cash provided by operating activities | | | 162,712,437 | |
| | | | |
Cash flows from financing activities: | | | | |
Contributions | | | 25,548 | |
Withdrawals | | | (162,737,985 | ) |
| | | | |
Net cash used in financing activities | | | (162,712,437 | ) |
| | | | |
Net change in cash and cash equivalents | | | — | |
Cash and cash equivalents at beginning of period | | | — | |
| | | | |
Cash and cash equivalents at end of period | | $ | — | |
| | | | |
See accompanying notes to financial statements.
4
THE ENDOWMENT TEI FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements
June 30, 2013
(Unaudited)
(1) ORGANIZATION
The Endowment TEI Fund, L.P. (the “TEI Fund”), a Delaware limited partnership registered under the Investment Company Act of 1940, as amended (the “1940 Act”), commenced operations on March 17, 2005, as a non-diversified, closed-end management investment company. The TEI Fund was created to serve as a feeder fund for The Endowment (Offshore TEI) Fund, Ltd. (the “Offshore TEI Fund”), which in turn is a feeder fund for The Endowment Master Fund, L.P. (the “Master Fund”). For convenience, reference to the TEI Fund may include the Offshore TEI Fund and Master Fund, as the context requires.
The TEI Fund’s investment objective is to preserve capital and to generate consistent long-term appreciation and returns across a market cycle (which is estimated to be five to seven years). The TEI Fund pursues its investment objective by investing substantially all of its assets in the Offshore TEI Fund, which in turn invests substantially all of its assets in the Master Fund, which has the same investment objectives as the Offshore TEI Fund and the TEI Fund. The Master Fund invests 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 (including exchange-traded funds) and direct investments in marketable securities and derivative instruments. The Master Fund’s financial statements, Schedule of Investments and Notes to Financial Statements, included elsewhere in this report, should be read in conjunction with this report. The Offshore TEI Fund serves solely as an intermediary for the TEI Fund’s investment in the Master Fund. The percentage of the Master Fund’s partnership interests indirectly owned by the TEI Fund on June 30, 2013, was 44.68%.
The Endowment Fund GP, L.P., a Delaware limited partnership, serves as the general partner of the TEI 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 TEI Fund, including the complete and exclusive authority to oversee and establish policies regarding the management, conduct, and operation of the TEI 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 TEI 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 TEI 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. Under the Investment Management Agreement, the Adviser is responsible for the establishment of an investment committee, which is responsible for developing, implementing, and supervising the TEI Fund’s investment program subject to the ultimate supervision of the Board. In addition to investment advisory services, the Adviser also functions as the servicing agent of the TEI Fund (the “Servicing Agent”) and as such provides or procures investor services and administrative assistance for the TEI Fund. The Adviser can delegate all or a portion of its duties as Servicing Agent to other parties, who would in turn act as sub-servicing agents.
Under the TEI Fund’s organizational documents, the TEI Fund’s officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the TEI Fund. In the normal course of business, the TEI Fund enters into contracts with service providers, which also provide for indemnifications by the TEI Fund. The TEI Fund’s maximum exposure under these arrangements is unknown, as this would involve
5
THE ENDOWMENT TEI FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
any future potential claims that may be made against the TEI Fund. However, based on experience, the General Partner expects that risk of loss to be remote.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The accompanying financial statements reflect the financial position of the TEI Fund and the results of its operations.
(b) CASH EQUIVALENTS
The TEI 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 TEI Fund records monthly, its pro-rata share of income, expenses, changes in unrealized appreciation and depreciation, and realized gains and losses derived from the Offshore TEI Fund.
Security transactions are accounted for on a trade date basis.
Investments that are held by the TEI Fund are marked to fair value at the date of the financial statements, and the corresponding change in unrealized appreciation/depreciation is included in the Statement of Operations.
(d) INVESTMENT VALUATION
The valuation of the TEI Fund’s investments is determined as of the close of business at the end of each reporting period, generally monthly. The valuation of the TEI Fund’s investments is calculated by Citi Fund Services Ohio, Inc., the TEI Fund’s independent administrator (the “Administrator”).
The Board has formed a valuation committee (the “Board Valuation Committee”) that is responsible for overseeing the TEI Fund’s valuation policies, making recommendations to the Board on valuation-related matters, and overseeing implementation by the Adviser of such valuation policies.
The Board has authorized the Adviser to establish a valuation committee of the Adviser (the “Adviser Valuation Committee”). The function of the Adviser Valuation Committee, subject to the oversight of the Board Valuation Committee and the Board, is generally to review valuation methodologies, valuation determinations, and any information provided to the Adviser Valuation Committee by the Adviser or the Administrator.
The TEI Fund invests substantially all of its assets in the Offshore TEI Fund, which in turn invests substantially all of its assets in the Master Fund. Investments in the Master Fund are recorded at fair value based on the TEI Fund’s proportional share of the Master Fund’s partners’ capital, through the Offshore TEI Fund. Valuation of the investments held by the Master Fund is discussed in the Master Fund’s Notes to Financial Statements, included elsewhere in this report.
6
THE ENDOWMENT TEI FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
(e) INVESTMENT INCOME
For investments in securities, dividend income is recorded on the ex-dividend date, net of withholding taxes. Interest income is recorded as earned on the accrual basis and includes amortization of premiums or accretion of discounts.
(f) FUND EXPENSES
Unless otherwise voluntarily or contractually assumed by the Adviser or another party, the TEI Fund bears all expenses incurred in its business, directly or indirectly through its investment in the Master Fund (through the Offshore TEI Fund), including but not limited to, the following: all costs and expenses related to investment transactions and positions for the TEI Fund’s account; legal fees; accounting, auditing and tax preparation fees; recordkeeping and custodial fees; costs of computing the TEI Fund’s net asset value; fees for data and software providers; research expenses; costs of insurance; registration expenses; offering costs; expenses of meetings of the partners; directors fees; all costs with respect to communications to partners; offshore withholding taxes; 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 TEI Fund is organized and operates as a limited partnership and is not subject to income taxes as a separate entity. Such taxes are the responsibility of the individual partners. Accordingly, no provision for income taxes has been made in the TEI Fund’s financial statements. Investments in foreign securities may result in foreign taxes being withheld by the issuer of such securities.
For the current open tax year and for all major jurisdictions, management of the TEI Fund has evaluated the tax positions taken or expected to be taken in the course of preparing the TEI Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained by the TEI Fund upon challenge 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 TEI Fund would be recorded as a tax benefit or expense in the current period. For the six months ended June 30, 2013, the TEI Fund did not recognize any amounts for unrecognized tax benefit/expense. A reconciliation of unrecognized tax benefit/expense is not provided herein, as the beginning and ending amounts of unrecognized tax benefit/expense are zero, with no interim additions, reductions or settlements. Tax positions taken in tax years which remain open under the statute of limitations (generally three years for federal income tax purposes) are subject to examination by tax authorities.
(h) USE OF ESTIMATES
The preparation of the financial statements in accordance with U.S. 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 and such differences may be significant.
(3) FAIR VALUE MEASUREMENTS
The TEI Fund records its investment in the Offshore TEI Fund, which in turn invests substantially all of its assets in the Master Fund, at fair value. Investments of the Master Fund are recorded at fair value as more fully discussed in the Master Fund’s Notes to Financial Statements included elsewhere in this report.
7
THE ENDOWMENT TEI FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
(4) 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 TEI 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 TEI 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 TEI 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 TEI Fund’s limited partnership agreement. The TEI Fund reserves the right to reject any applications for Interests.
(b) ALLOCATION OF PROFITS AND LOSSES
For each fiscal period, generally monthly, net profits or net losses of the TEI Fund, including allocations from the Master Fund (through the Offshore TEI 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 partners’ capital of the TEI Fund, including any net change in unrealized appreciation or depreciation from investments and income, net of expenses, and realized gains or losses during a fiscal period. Net profits or 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 TEI Fund repurchase all or any portion of an Interest at the partner’s discretion at any time. The Adviser, which also serves as the investment adviser of the Master Fund and Offshore TEI Fund, generally recommends to the Board that the TEI Fund offer to repurchase such 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 of Interests, if any, that will be purchased in any tender offer that it does approve. Since the TEI Fund’s assets are invested in the Master Fund (through the Offshore TEI Fund), the ability of the TEI Fund to have its Interests in the Master Fund be repurchased would be subject to the Master Fund’s and the Offshore TEI Fund’s repurchase policies. The Master Fund’s and Offshore TEI Fund’s repurchase policies are substantially similar to the TEI Fund’s repurchase policy as any tender offer by the Master Fund (through the Offshore TEI Fund) is subject to the sole discretion of the Board. In addition, the TEI Fund may determine not to conduct a repurchase offer each time the Master Fund and Offshore TEI Fund conduct a repurchase offer. In the event Interests are repurchased, there will be a substantial period of time between the date as of which partners must tender their Interests for repurchase and the date they can expect to receive payment for their Interests from the TEI Fund.
(5) INVESTMENTS IN PORTFOLIO SECURITIES
As of June 30, 2013, all of the investments made by the TEI Fund were in the Master Fund (through the Offshore TEI Fund).
8
THE ENDOWMENT TEI FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
(6) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
In the normal course of business, the Investment Funds in which the TEI Fund may invest either directly or through the Offshore TEI Fund and Master Fund may 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 TEI Fund’s risk of loss in these Investment Funds is limited to the TEI Fund’s pro rata share of the value of its investment in or commitment to such Investment Funds as held directly or through the Offshore TEI Fund and Master Fund. In addition, the Master Fund may invest directly in derivative securities or other financial instruments to gain greater or lesser exposure to a particular asset class.
(7) ADMINISTRATION AGREEMENT
In consideration for administrative, accounting, and recordkeeping services, the Master Fund pays the Administrator a monthly administration fee based on the month-end partners’ capital of the Master Fund. The Administrator also provides the TEI Fund, the Offshore TEI Fund and the Master Fund with legal, compliance, transfer agency, and other investor related services at an additional cost.
The fees for TEI Fund administration are paid out of the Master Fund’s assets, which decreases the net profits or increases the net losses of the partners in the TEI Fund.
(8) RELATED PARTY TRANSACTIONS
(a) INVESTMENT MANAGEMENT FEE
In consideration of the advisory and other services provided by the Adviser to the Master Fund and the TEI Fund, the Master Fund pays the Adviser an investment management fee (the “Investment Management Fee”) equal to 1.00% on an annualized basis of the Master Fund’s partners’ capital calculated based on the Master Fund’s partners’ capital at the end of each month, payable quarterly in arrears. So long as the TEI Fund invests all of its investable assets in the Offshore TEI Fund, which in turn invests all of its investable assets in the Master Fund, the TEI Fund will not pay the Adviser directly any Investment Management Fee; however, should the TEI Fund not have all of its investments in the Offshore TEI Fund, it may be charged the 1.00% Investment Management Fee directly. The TEI Fund’s partners bear an indirect portion of the Investment Management Fee paid by the Master Fund. The Investment Management Fee decreases the net profits or increases the net losses of the Master Fund and indirectly the TEI Fund as the fees reduce the capital accounts of the Master Fund’s partners.
(b) SERVICING FEE
In consideration for providing or procuring investor services and administrative assistance to the TEI Fund, the Adviser receives a servicing fee (the “Servicing Fee”) equal to 1.00% (on an annualized basis) of each partner’s capital account balance, calculated at the end of each month, payable quarterly in arrears.
The Adviser may engage one or more sub-servicing agents to provide some or all of the services. Compensation to any sub-servicing agent is paid by the Adviser. The Adviser or its affiliates also may pay a fee out of their own resources to sub-servicing agents.
For the six months ended June 30, 2013, $6,781,492 was incurred for Servicing Fees.
9
THE ENDOWMENT TEI FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
(c) PLACEMENT AGENTS
The TEI Fund may engage one or more placement agents (each, a “Placement Agent”) to solicit investments in the TEI Fund. Salient Capital, L.P., an affiliate of the Adviser, is a broker-dealer who has been engaged by the TEI Fund to serve as a Placement Agent. 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) FINANCIAL HIGHLIGHTS
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2013 (Unaudited) | | | Year ended December 31, 2012 | | | Year ended December 31, 2011 | | | Year ended December 31, 2010 | | | Year ended December 31, 2009 | | | Year ended December 31, 2008 | |
Net investment loss to average partners' capital1 | | | (2.15)% | | | | (2.08)% | | | | (1.88)% | | | | (1.81)% | | | | (2.10)% | | | | (2.82)% | |
Expenses to average partners' capital1 | | | 2.69% | | | | 2.76% | | | | 2.40% | | | | 2.08% | | | | 2.35% | | | | 3.18% | |
Portfolio turnover2 | | | 11.29% | | | | 20.88% | | | | 26.72% | | | | 26.71% | | | | 27.40% | | | | 29.19% | |
Total return3,4 | | | (2.62)% | | | | 1.24% | | | | (4.25)% | | | | 8.49% | | | | 13.68% | | | | (24.71)% | |
Partners' capital, end of period (000s) | | $ | 1,200,411 | | | $ | 1,369,867 | | | $ | 1,788,456 | | | $ | 2,111,486 | | | $ | 1,930,428 | | | $ | 1,612,557 | |
An investor's return (and operating ratios) may vary from those reflected based on 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. Ratios include allocations of net investment loss and expenses from the Offshore TEI Fund and Master Fund. These ratios have been annualized for periods less than twelve months. |
2 | The TEI Fund is invested exclusively in the Offshore TEI Fund which in turn is invested solely in the Master Fund, therefore this ratio reflects the portfolio turnover of the Master Fund, which is for the period indicated. |
3 | Calculated as geometrically linked monthly returns for each month in the period. Total returns are not annualized for periods less than twelve months. |
4 | Calculated including benefit of early repurchase fees in each applicable period. Had these early repurchase fees not been included as income for purposes of the total return calculation, the total return would have remained at 1.24% for 2012, (4.25)% for 2011, and 8.49% for 2010, but would have been 13.66% for 2009 and (24.72)% for 2008. |
(10) SUBSEQUENT EVENTS
The TEI Fund accepts initial or additional applications for Interests generally as of the first day of the month. Investor subscriptions for Interests totaled approximately $15,004 for July 2013.
Based on the partners’ capital of the TEI Fund, the Adviser recommended to the Board that a tender offer in an amount of up to $63.8 million be made for the quarter ending September 30, 2013 to those partners who elect
10
THE ENDOWMENT TEI FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
to tender their Interests prior to the expiration of the tender offer period. The Board approved such recommendation and partners in the TEI Fund were notified of a tender offer with an August 21, 2013 expiration date (“Expiration Date”). As of this filing, the amount of partners’ Interests elected to tender was approximately $662.7 million. The Adviser, in its discretion, will pro rate the amount of tenders received up to the tender offer amount in accordance with the Registered Fund’s repurchase procedures. The final amount that is accepted by the Master Fund, and subsequently the TEI Fund, will appear in the next report to partners.
Management of the TEI Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no adjustments were required to the financial statements as of June 30, 2013.
11
THE ENDOWMENT TEI FUND, L.P.
(A Limited Partnership)
Supplemental Information
June 30, 2013
(Unaudited)
Directors and Officers
The TEI 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 TEI Fund who are responsible for the TEI 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 TEI Fund, the Master Fund, The Endowment Registered Fund, L.P., The Endowment Institutional Fund, L.P., and The Endowment Institutional TEI Fund W., L.P. 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 retainer of $38,000, paid quarterly, an annual Board meeting fee of $15,000, a fee of $1,250 per informal Board meeting, a fee of $1,250 per telephonic Board meeting, an annual fee of $4,000 for membership on each committee, an annual fee of $5,000 for the audit committee chairman and $2,500 for each other committee chair, each of which is paid quarterly, and an annual fee of $7,500, paid quarterly, to the Lead Independent Director There are currently six Independent Directors. In the interest of retaining Independent Directors of the highest 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, 2013:
| | | | | | | | |
Asset Class1 | | Fair Value | | | % | |
Arbitrage Strategies | | $ | 278,160,866 | | | | 13.21 | |
Domestic Equity | | | 77,108,377 | | | | 3.66 | |
Energy | | | 222,151,380 | | | | 10.55 | |
Enhanced Fixed Income | | | 222,119,651 | | | | 10.55 | |
Global Opportunistic | | | 286,432,300 | | | | 13.60 | |
Health Care | | | 113,187 | | | | 0.01 | |
International Equity | | | 57,076,234 | | | | 2.71 | |
Natural Resources | | | 34,740,903 | | | | 1.65 | |
Private Equity | | | 685,319,192 | | | | 32.52 | |
Real Estate | | | 201,992,911 | | | | 9.59 | |
Call Options Purchased | | | 17,547,604 | | | | 0.83 | |
Money Market Funds | | | 23,520,718 | | | | 1.12 | |
| | | | | | | | |
Total Investments | | $ | 2,106,283,323 | | | | 100.00 | |
| | | | | | | | |
1 | The complete list of investments is included in the Schedule of Investments of the Master Fund, which is included elsewhere in this report. |
Form N-Q Filings
The TEI 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 TEI Fund’s Form N-Q is available on the
12
THE ENDOWMENT TEI FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
June 30, 2013
(Unaudited)
Securities and Exchange Commission website at http://www.sec.gov. The TEI 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 TEI 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 TEI 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 TEI Fund’s private placement memorandum (the “PPM”) includes additional information about Directors of the Fund. The PPM is available, without charge, upon request by calling 1-800-725-9456.
Board Consideration of the Investment Management Agreement
At an in-person meeting of the Board held on January 15, 2013 (the “Meeting”), the Board, including the Directors who are not “interested persons” as that term is defined in the Investment Company Act of 1940, as amended (the “Independent Directors”), considered and approved the continuation of the Investment Management Agreement (the “Advisory Agreement”) between the TEI 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. On January 10, 2013, the Independent Directors met in-person among themselves to review and discuss aspects of these materials, initially with, and later without, representatives of the Adviser being present. At the request of the Independent Directors, on January 10, 2013 and again at the Meeting, the Adviser made extensive presentations regarding the materials and responded to questions from the Independent Directors related to, among other things, portfolio management, the TEI Fund’s investment program, the Adviser’s staffing and training program, TEI Fund and Adviser compliance programs, TEI Fund performance (including benchmarks and comparisons to other funds), TEI Fund fee levels, other portfolios (including fees) managed by the Adviser and its affiliates, the Adviser’s profitability, and any economies of scale employed by the Adviser. 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, including service fee payments, as well as the information specifically prepared in connection with the renewal process. The Adviser received specific requests of the Independent Directors, and provided final responses to such requests in its materials presented at the Meeting. The Independent Directors also took into consideration the Adviser’s recent management changes and portfolio management adjustments. The Independent Directors were assisted at all times by independent counsel.
Following the Board’s review, the Independent Directors concluded that the Advisory Agreement continues to enable the TEI Fund’s partners to obtain high quality services at a cost that is appropriate, reasonable, and in the interests of investors. The Board’s decision to renew the Advisory Agreement was not based on any single
13
THE ENDOWMENT TEI FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
June 30, 2013
(Unaudited)
factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. Upon consideration of these and other factors, the Board also determined:
The nature, extent and quality of the advisory services provided. With respect to the Advisory Agreement, the Board considered: management changes at the Adviser designed to increase TEI Fund performance, the background and experience of key investment personnel; the Adviser’s focus on analysis of complex asset categories; 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 of and interaction with service providers.
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 Advisory Agreement. The Board also concluded that the Adviser would be able to provide during the coming year quality of investment management and related services, and that these services are appropriate in scope and extent in light of the TEI Fund’s operations, the competitive landscape and investor needs.
The investment performance of the Funds. The Board evaluated the comparative information provided by the Adviser regarding the TEI Fund’s investment performance, and 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 Board concluded that the Adviser was taking significant steps to address the TEI Fund’s disappointing investment performance on an absolute basis for the period, it being noted that the TEI Fund’s investment performance was similar to many other fund-of-funds for the period. On the basis of the Independent Directors’ assessment, the Independent Directors concluded that the Adviser was capable of generating a level of long-term investment performance that is appropriate in light of the TEI Fund’s investment objective, policies and strategies and 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. The Board took into account the significant investment by and cost to the Adviser in additional personnel and service infrastructure to support the TEI Fund and its investors. 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 TEI Fund’s investment program, the Adviser’s financial information, and the costs associated with managing the TEI 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 TEI Fund and the Adviser.
The extent to which economies of scale would be realized as the Fund grows and whether fee levels reflect these economies of scale for the benefit of Fund investors. While noting that the management fees will not decrease as the level of TEI Fund assets increase, the Board concluded that the management fees reflect the TEI Fund’s complex operations, the current economic environment for the Adviser, including its continued investment relating to support and monitoring of the TEI Fund, planned changes in investment decision-making, and the competitive nature of the investment company market as relevant to the TEI Fund. The Board noted that the decrease in the TEI Fund’s assets, relative to steady expenses, results in expenses not spread over as large an asset pool. The Board noted that it would have the opportunity to periodically re-examine whether the TEI Fund
14
THE ENDOWMENT TEI FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
June 30, 2013
(Unaudited)
has achieved economies of scale, as well as the appropriateness of management fees payable to the Adviser, in the future.
Benefits (such as soft dollars) to the Adviser from its relationship with the Fund. The Board concluded that other benefits derived by the Adviser from its relationship with the TEI Fund, to the extent such benefits are identifiable or determinable, are reasonable and fair, result from the provision of appropriate services to the TEI Fund and investors therein, and are consistent with industry practice and the best interests of the TEI Fund and its partners. In this regard, the Board noted that the Adviser does not realize “soft dollar” benefits from its relationship with the TEI Fund.
Other considerations. The Board determined that the Adviser has made a continuing and substantial commitment both to the recruitment of high quality personnel, monitoring and investment decision-making and provision of investor service, and maintained and expanded the financial, compliance and operational resources reasonably necessary to manage the TEI Fund in a professional manner that is consistent with the best interests of the TEI Fund and its partners. The Independent Directors also concluded that the Adviser continues to make a significant entrepreneurial commitment to the management and success of the TEI Fund.
15
THE ENDOWMENT TEI FUND, L.P.
(A Limited Partnership)
Privacy Policy
The TEI Fund recognizes the importance of securing personal financial information. It is our policy to safeguard any personal and financial information that may be entrusted to us. The following is a description of the TEI Fund’s policy regarding disclosure of nonpublic personal information.
We collect nonpublic personal information as follows:
We collect information about our investors, including, but not limited to, the investor’s name, address, telephone number, e-mail address, social security number and date of birth. We collect that information from subscription agreements, other forms of correspondence that we receive from investors, from personal conversations and from affiliated entities as permitted by law.
We receive information about investor transactions with us, including, but not limited to, account number, account balance, investment amounts, withdrawal amounts and other financial information.
We are permitted by law to disclose nonpublic information we collect, as described above, to the TEI Fund’s service providers, including the TEI Fund’s investment adviser, sub-advisers, servicing agent, independent administrator, custodian, legal counsel, accountant and auditor. We do not disclose any nonpublic information about our current or former investors to nonaffiliated third parties, except as required or permitted by law. We restrict access to investor nonpublic personal information to those persons who require such information to provide products or services to investors. We maintain physical, electronic and procedural safeguards that comply with federal standards to guard investors’ nonpublic personal information.
If an investor’s investment relationship with the TEI Fund involves a financial intermediary, including, but not limited to, a broker-dealer, bank or trust company, the privacy policy of such investor’s financial intermediary would govern how any nonpublic personal information would be shared by them with nonaffiliated third parties.
16
This Page Intentionally Left Blank
17
the
ENDOWMENT FUND
The Endowment Master Fund, L.P.
Shareholders’ Report
June 30, 2013
(Unaudited)
18
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Statement of Assets, Liabilities and Partners’ Capital
June 30, 2013
(Unaudited)
| | | | |
Assets | | | | |
Investments in Investment Funds, at fair value (cost $774,644,838) | | $ | 887,015,143 | |
Investments in affiliated Investment Funds, at fair value (cost $1,101,649,152) | | | 1,178,086,671 | |
Investments in securities, at fair value (cost $23,566,923) | | | 23,633,905 | |
Investments in Derivative Contracts, at fair value (cost $24,991,550) | | | 17,547,604 | |
| | | | |
Total investments | | | 2,106,283,323 | |
| | | | |
Cash and cash equivalents | | | 275,742,498 | |
Deposits with brokers for futures contracts | | | 127,489,735 | |
Deposits with brokers for swap agreements | | | 198,490,000 | |
Unrealized gain on swap agreements | | | 1,760,219 | |
Unrealized appreciation on forward foreign currency exchange contracts | | | 1,544,832 | |
Premiums paid on credit default swap agreements | | | 27,753,070 | |
Interest and dividends receivable | | | 45,061 | |
Receivable from investments sold | | | 115,348,007 | |
Receivable from affiliated investments sold | | | 15,192,585 | |
Prepaids and other assets | | | 340,055 | |
| | | | |
Total assets | | | 2,869,989,385 | |
| | | | |
Liabilities and Partners’ Capital | | | | |
Contributions received in advance | | | 15,004 | |
Withdrawals payable | | | 146,509,458 | |
Unrealized loss on swap agreements | | | 9,492,978 | |
Unrealized depreciation on forward foreign currency exchange contracts | | | 4,019,321 | |
Investment Management Fees payable | | | 7,421,776 | |
Offshore withholding tax payable | | | 4,391,380 | |
Administration fees payable | | | 577,030 | |
Payable to Adviser | | | 17,935 | |
Payable to Directors | | | 121,500 | |
Accounts payable and accrued expenses | | | 1,226,978 | |
| | | | |
Total liabilities | | | 173,793,360 | |
| | | | |
Partners’ capital | | | 2,696,196,025 | |
| | | | |
Total liabilities and partners’ capital | | $ | 2,869,989,385 | |
| | | | |
See accompanying notes to financial statements.
19
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments
June 30, 2013
(Unaudited)
| | | | | | | | | | |
| | Shares | | | Fair Value | | | % of Partners’ Capital |
| | | | | | | | | | |
Investments in Investment Funds | | | | | | | | | | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies | | | | | | | | | | |
Cayman Islands | | | | | | | | | | |
Arbitrage Strategies (0.03% of Partners’ Capital) | | | | | | | | | | |
Montrica Global Opportunities Fund, L.P.(1) | | | 31,616 | | | $ | 896,090 | | | |
Natural Resources (1.00% of Partners’ Capital) | | | | | | | | | | |
Sentient Global Resources Fund III, L.P.(2) | | | | | | | 21,500,000 | | | |
Sentient Global Resources Fund IV, L.P.(2) | | | | | | | 5,500,000 | | | |
Private Equity (10.17% of Partners’ Capital) | | | | | | | | | | |
ABRY Advanced Securities Fund, L.P.(2) | | | | | | | 9,944,236 | | | |
CX Partners Fund Limited(1)(2) | | | | | | | 15,593,497 | | | |
Gavea Investment Fund II A, L.P. | | | | | | | 1,217,681 | | | |
Gavea Investment Fund III A, L.P. | | | | | | | 47,545,936 | | | |
Hillcrest Fund, L.P.(2)(3) | | | | | | | 12,302,134 | | | |
India Asset Recovery Fund, L.P.(2) | | | | | | | 278,430 | | | |
J.C. Flowers III, L.P.(2) | | | | | | | 10,617,854 | | | |
LC Fund IV, L.P.(1) | | | | | | | 21,477,499 | | | |
New Horizon Capital III, L.P.(1)(2) | | | | | | | 33,021,970 | | | |
Northstar Equity Partners III Limited | | | | | | | 5,407,104 | | | |
Orchid Asia IV, L.P.(2) | | | | | | | 12,938,092 | | | |
Reservoir Capital Partners (Cayman), L.P. | | | | | | | 12,893,213 | | | |
Tiger Global Private Investment Partners IV, L.P.(2) | | | | | | | 9,506,457 | | | |
Tiger Global Private Investment Partners V, L.P.(2) | | | | | | | 21,180,676 | | | |
Tiger Global Private Investment Partners VI, L.P.(2) | | | | | | | 9,223,909 | | | |
Trustbridge Partners II, L.P.(1) | | | | | | | 18,927,493 | | | |
Trustbridge Partners III, L.P.(1)(2) | | | | | | | 24,819,749 | | | |
Trustbridge Partners IV, L.P.(2) | | | | | | | 7,191,061 | | | |
Real Estate (1.54% of Partners’ Capital) | | | | | | | | | | |
Forum European Realty Income III, L.P.(1) | | | | | | | 16,274,073 | | | |
Phoenix Asia Real Estate Investments II, L.P.(1)(2) | | | | | | | 11,888,642 | | | |
Phoenix Real Estate Fund (T) L.P. | | | | | | | 13,442,218 | | | |
| | | | | | | | | | |
Total Cayman Islands | | | | | | | 343,588,014 | | | |
| | | | | | | | | | |
Guernsey | | | | | | | | | | |
Private Equity (0.29% of Partners’ Capital) | | | | | | | | | | |
Mid Europa Fund III L.P.(2) | | | | | | | 7,785,407 | | | |
| | | | | | | | | | |
Total Guernsey | | | | | | | 7,785,407 | | | |
| | | | | | | | | | |
See accompanying notes to financial statements.
20
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
June 30, 2013
(Unaudited)
| | | | | | | | |
| | Shares | | Fair Value | | | % of Partners’ Capital |
| | | | | | | | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued) | | | | | | | | |
Republic of Mauritius | | | | | | | | |
Real Estate (0.09% of Partners’ Capital) | | | | | | | | |
Orbis Real Estate Fund I(1) | | | | $ | 2,510,115 | | | |
| | | | | | | | |
Total Republic of Mauritius | | | | | 2,510,115 | | | |
| | | | | | | | |
United Kingdom | | | | | | | | |
Private Equity (0.62% of Partners’ Capital) | | | | | | | | |
Darwin Private Equity I, L.P. | | | | | 6,985,070 | | | |
Sovereign Capital Limited Partnership III(1) | | | | | 9,614,091 | | | |
Real Estate (0.30% of Partners’ Capital) | | | | | | | | |
Benson Elliott Real Estate Partners II, L.P. | | | | | 2,105,013 | | | |
Patron Capital L.P. II | | | | | 593,762 | | | |
Patron Capital L.P. III | | | | | 5,520,956 | | | |
| | | | | | | | |
Total United Kingdom | | | | | 24,818,892 | | | |
| | | | | | | | |
United States | | | | | | | | |
Arbitrage Strategies (9.36% of Partners’ Capital) | | | | | | | | |
Blue Mountain Credit Alternatives Fund, L.P.(1) | | | | | 76,542,195 | | | |
Citadel Wellington LLC | | | | | 60,548,369 | | | |
Eton Park Fund, L.P. | | | | | 2,388,656 | | | |
Investcorp Silverback Arbitrage Fund, LLC(3) | | | | | 17,868,724 | | | |
Kenmont Onshore Fund, L.P.(1) | | | | | 231,353 | | | |
King Street Capital, L.P. | | | | | 1,039,753 | | | |
Magnetar Capital Fund, L.P.(1) | | | | | 9,939,402 | | | |
Magnetar SPV, LLC (Series L)(3) | | | | | 3,536,072 | | | |
Millennium USA, L.P. | | | | | 27,462,161 | | | |
OZ Asia Domestic Partners, L.P.(2) | | | | | 2,728,759 | | | |
PIPE Equity Partners, L.L.C.(3) | | | | | 14,706,468 | | | |
PIPE Select Fund, L.L.C.(3) | | | | | 33,274,186 | | | |
Stark Investments Limited Partnership(2) | | | | | 204,838 | | | |
Stark Select Asset Fund, LLC | | | | | 1,845,384 | | | |
Domestic Equity (2.86% of Partners’ Capital) | | | | | | | | |
CCM Small Cap Value Qualified Fund, L.P.(3) | | | | | 5,370,932 | | | |
HealthCor, L.P. | | | | | 4,815,017 | | | |
Hound Partners, L.P.(1) | | | | | 46,161,734 | | | |
Ithan Creek Partners, L.P. | | | | | 17,158,596 | | | |
Kior Shares Liquidating Capital Account | | | | | 1,123,329 | | | |
Samlyn Onshore Fund, L.P. | | | | | 2,478,768 | | | |
Energy (8.24% of Partners’ Capital) | | | | | | | | |
ArcLight Energy Partners Fund IV, L.P.(2) | | | | | 4,534,551 | | | |
See accompanying notes to financial statements.
21
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
June 30, 2013
(Unaudited)
| | | | | | | | | | |
| | Shares | | | Fair Value | | | % of Partners’ Capital |
| | | | | | | | | | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued) | | | | | | | | | | |
United States (continued) | | | | | | | | | | |
Energy (8.24% of Partners’ Capital) (continued) | | | | | | | | | | |
ArcLight Energy Partners Fund V, L.P.(2) | | | | | | $ | 3,075,113 | | | |
CamCap Resources, L.P. | | | | | | | 386,963 | | | |
EnCap Energy Capital Fund VII-B, L.P.(2) | | | | | | | 4,630,241 | | | |
EnCap Energy Infrastructure TE Feeder, L.P.(1)(2) | | | | | | | 6,103,587 | | | |
Intervale Capital Fund, L.P.(1)(2) | | | | | | | 14,142,279 | | | |
Merit Energy Partners G, L.P.(2) | | | | | | | 11,859,072 | | | |
NGP Energy Technology Partners II, L.P.(2) | | | | | | | 4,939,915 | | | |
NGP IX Offshore Fund, L.P.(2) | | | | | | | 30,395,000 | | | |
NGP Midstream & Resources, L.P.(2) | | | | | | | 49,450,270 | | | |
Quantum Parallel Partners V, L.P. | | | | | | | 20,786,979 | | | |
Tenaska Power Fund II-A, L.P.(2) | | | | | | | 16,719,469 | | | |
The Energy & Minerals Group Fund II(2) | | | | | | | 7,436,344 | | | |
Velite Energy, L.P.(1) | | | | | | | 47,691,597 | | | |
Enhanced Fixed Income (8.24% of Partners’ Capital) | | | | | | | | | | |
BDCM Partners I, L.P.(3) | | | | | | | 43,503,691 | | | |
Contrarian Capital Fund I, L.P. | | | | | | | 34,318,984 | | | |
Credit Distressed Blue Line Fund, L.P.(3) | | | | | | | 18,726,628 | | | |
Fortelus Special Situations Fund, L.P.(1) | | | | | | | 5,048,310 | | | |
Halcyon European Structured Opportunities Fund, L.P.(3) | | | | | | | 100,818 | | | |
Harbinger Capital Partners Fund I, L.P.(3) | | | | | | | 28,713,312 | | | |
Harbinger Capital Partners Fund II, L.P. | | | | | | | 2,423,374 | | | |
Harbinger Capital Partners Special Situations Fund, L.P. | | | | | | | 3,233,030 | | | |
Harbinger Class L Holdings (U.S.), LLC | | | | | | | 255,844 | | | |
Harbinger Class LS Holdings (U.S.) Trust | | | 3,816 | | | | 2,615,991 | | | |
Harbinger Class PE Holdings (U.S.) Trust | | | 12 | | | | 1,764,708 | | | |
Morgan Rio Capital Fund, L.P.(1) | | | | | | | 12,859,970 | | | |
Paulson Credit Opportunities, L.P. | | | | | | | 5,172,044 | | | |
Prospect Harbor Credit Partners, L.P. | | | | | | | 2,654,109 | | | |
Providence MBS Fund L.P.(1) | | | | | | | 53,344,580 | | | |
Q Funding III, L.P.(1) | | | | | | | 5,628,931 | | | |
Q4 Funding, L.P.(2) | | | | | | | 1,755,328 | | | |
Global Opportunistic (10.62% of Partners’ Capital) | | | | | | | | | | |
Atlas Institutional Fund, LLC(1) | | | | | | | 28,448,139 | | | |
Falcon Edge Global, L.P.(1) | | | | | | | 40,861,735 | | | |
Hayman Capital Partners, L.P.(1) | | | | | | | 63,951,361 | | | |
Kepos Alpha Fund, L.P.(1) | | | | | | | 108,795,530 | | | |
Passport Global Strategies III, Ltd.(1) | | | 2,244 | | | | 1,108,374 | | | |
See accompanying notes to financial statements.
22
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
June 30, 2013
(Unaudited)
| | | | | | | | | | |
| | Shares | | | Fair Value | | | % of Partners’ Capital |
| | | | | | | | | | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued) | | | | | | | | | | |
United States (continued) | | | | | | | | | | |
Global Opportunistic (10.62% of Partners’ Capital) (continued) | | | | | | | | | | |
Senator Global Opportunity Fund L.P. | | | | | | $ | 12,098,618 | | | |
Valiant Capital Partners, L.P. | | | | | | | 7,300,517 | | | |
Viking Global Equities, L.P. | | | | | | | 23,868,028 | | | |
International Equity (2.09% of Partners’ Capital) | | | | | | | | | | |
Penta Asia Domestic Partners, L.P. | | | | | | | 5,399,945 | | | |
Steel Partners Japan Strategic Fund, L.P. | | | | | | | 2,828,356 | | | |
TAEF Fund, LLC | | | | | | | 4,911,328 | | | |
Tybourne Equity (U.S.) Fund(1) | | | | | | | 43,223,860 | | | |
Natural Resources (0.00% of Partners’ Capital) | | | | | | | | | | |
Tocqueville Gold Partners, L.P. | | | | | | | 24,472 | | | |
Private Equity (14.35% of Partners’ Capital) | | | | | | | | | | |
Accel-KKR Capital Partners III, L.P. | | | | | | | 13,797,109 | | | |
Advent Latin American Private Equity Fund IV-F, L.P.(2) | | | | | | | 6,547,562 | | | |
Advent Latin American Private Equity Fund V-F, L.P. | | | | | | | 6,826,106 | | | |
Audax Mezzanine Fund II, L.P.(2) | | | | | | | 1,717,144 | | | |
Audax Mezzanine Fund III, L.P.(2) | | | | | | | 7,888,815 | | | |
BDCM Opportunity Fund II, L.P.(2) | | | | | | | 11,066,888 | | | |
Black River Commodity Multi-Strategy Fund, LLC | | | | | | | 682,856 | | | |
Capital Royalty Partners, L.P.(2) | | | | | | | 980,000 | | | |
Catterton Growth Partners, L.P.(1)(2) | | | | | | | 17,043,424 | | | |
CEF-Safety Kleen Liquidating Account | | | 8,665 | | | | 162,773 | | | |
Chrysalis Ventures III, L.P. | | | | | | | 2,131,565 | | | |
Crosslink Crossover Fund IV, L.P. | | | | | | | 1,542,398 | | | |
Crosslink Crossover Fund V, L.P. | | | | | | | 6,614,752 | | | |
Crosslink Crossover Fund VI, L.P.(1) | | | | | | | 15,803,989 | | | |
Dace Ventures I, L.P.(1) | | | | | | | 1,600,832 | | | |
Fairhaven Capital Partners, L.P. | | | | | | | 7,487,109 | | | |
Garrison Opportunity Fund II A, LLC | | | | | | | 16,030,034 | | | |
Garrison Opportunity Fund, LLC(1) | | | | | | | 22,921,306 | | | |
HealthCor Partners Fund, L.P.(1) | | | | | | | 8,266,284 | | | |
Highland Credit Strategies Liquidation Vehicle Onshore | | | | | | | 2,353,823 | | | |
Integral Capital Partners VIII, L.P.(1) | | | | | | | 3,312,266 | | | |
L-R Global Partners, L.P. | | | | | | | 404,777 | | | |
MatlinPatterson Global Opportunities Partners III, L.P.(2) | | | | | | | 10,191,222 | | | |
Middle East North Africa Opportunities Fund, L.P.(3) | | | 5,089 | | | | 1,190,469 | | | |
Monomoy Capital Partners II, L.P. | | | | | | | 4,372,860 | | | |
See accompanying notes to financial statements.
23
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
June 30, 2013
(Unaudited)
| | | | | | | | | | |
| | Shares | | | Fair Value | | | % of Partners’ Capital |
| | | | | | | | | | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued) | | | | | | | | | | |
United States (continued) | | | | | | | | | | |
Private Equity (14.35% of Partners’ Capital) (continued) | | | | | | | | | | |
Monomoy Capital Partners, L.P. | | | | | | $ | 3,331,784 | | | |
Monsoon India Inflection Fund 2, L.P. | | | | | | | 320,972 | | | |
Monsoon India Inflection Fund, L.P. | | | | | | | 178,345 | | | |
Pine Brook Capital Partners, L.P.(2) | | | | | | | 17,783,678 | | | |
Pinto America Growth Fund, L.P.(2) | | | | | | | 1,636,643 | | | |
Private Equity Investment Fund IV, L.P.(1)(2) | | | | | | | 5,550,576 | | | |
Private Equity Investment Fund V, L.P.(1)(2) | | | | | | | 40,994,621 | | | |
Saints Capital VI, L.P.(1)(2) | | | | | | | 18,760,001 | | | |
Sanderling Venture Partners VI Co-Investment Fund, L.P. | | | | | | | 1,470,969 | | | |
Sanderling Venture Partners VI, L.P. | | | | | | | 1,313,049 | | | |
Sterling Capital Partners II, L.P.(2) | | | | | | | 2,069,348 | | | |
Sterling Group Partners II, L.P. | | | | | | | 1,065,729 | | | |
Sterling Group Partners III, L.P. | | | | | | | 11,464,609 | | | |
Strategic Value Global Opportunities Fund I-A, L.P. | | | | | | | 2,165,288 | | | |
Tenaya Capital V, L.P. | | | | | | | 5,703,360 | | | |
Tenaya Capital VI, L.P. | | | | | | | 2,616,690 | | | |
The Column Group, L.P. | | | | | | | 14,057,000 | | | |
The Founders Fund III, L.P. | | | | | | | 14,790,744 | | | |
The Founders Fund IV, L.P. | | | | | | | 7,098,312 | | | |
The Raptor Private Holdings, L.P. | | | 2,495 | | | | 1,304,656 | | | |
Trivest Fund IV, L.P.(1)(2) | | | | | | | 21,502,169 | | | |
Tuckerbrook SB Global Distressed Fund I, L.P.(1) | | | | | | | 5,859,969 | | | |
VCFA Private Equity Partners IV, L.P.(2) | | | | | | | 1,655,166 | | | |
VCFA Venture Partners V, L.P. | | | | | | | 5,970,417 | | | |
Voyager Capital Fund III, L.P. | | | | | | | 3,468,050 | | | |
WestView Capital Partners II, L.P.(1) | | | | | | | 23,779,123 | | | |
Real Estate (4.92% of Partners’ Capital) | | | | | | | | | | |
Aslan Realty Partners III, L.L.C. | | | | | | | 465,300 | | | |
Cypress Realty VI, L.P. | | | | | | | 5,407,005 | | | |
Florida Real Estate Value Fund, L.P.(1)(2) | | | | | | | 7,593,001 | | | |
GTIS Brazil Real Estate Fund (Brazilian Real), L.P.(1) | | | | | | | 26,719,246 | | | |
Lone Star Real Estate Fund II (U.S.) L.P. | | | | | | | 4,641,678 | | | |
Monsoon Infrastructure & Realty Co-Invest, L.P.(1) | | | | | | | 15,595,094 | | | |
Northwood Real Estate Co-Investors L.P.(2) | | | | | | | 6,282,393 | | | |
Northwood Real Estate Partners L.P.(2) | | | | | | | 11,533,881 | | | |
Parmenter Realty Fund III, L.P.(2) | | | | | | | 6,335,500 | | | |
Parmenter Realty Fund IV, L.P.(1)(2) | | | | | | | 5,928,392 | | | |
See accompanying notes to financial statements.
24
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
June 30, 2013
(Unaudited)
| | | | | | | | | | | | |
| | Shares | | | Fair Value | | | % of Partners’ Capital | |
| | | | | | | | | | | | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued) | | | | | | | | | | | | |
United States (continued) | | | | | | | | | | | | |
Real Estate (4.92% of Partners’ Capital) (continued) | | | | | | | | | | | | |
Pearlmark Mezzanine Realty Partners III, LLC(1)(2) | | | | | | $ | 14,212,925 | | | | | |
Pennybacker II, L.P.(1)(2) | | | | | | | 5,534,542 | | | | | |
SBC Latin America Housing US Fund, L.P.(2)(3) | | | | | | | 6,407,981 | | | | | |
Square Mile Partners III L.P.(2) | | | | | | | 15,983,770 | | | | | |
| | | | | | | | | | | | |
Total United States | | | | | | | 1,636,004,330 | | | | | |
| | | | | | | | | | | | |
Total Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies | | | | | | | 2,014,706,758 | | | | 74.72% | |
| | | | | | | | | | | | |
Passive Foreign Investment Companies | | | | | | | | | | | | |
Cayman Companies Limited by Shares, Exempted Companies and Limited Liability Companies | | | | | | | | | | | | |
Arbitrage Strategies (0.92% of Partners’ Capital) | | | | | | | | | | | | |
CRC Credit Fund Ltd.(1) | | | 107,250 | | | | 24,150,995 | | | | | |
Overseas CAP Partners, Inc. | | | 113 | | | | 797,461 | | | | | |
International Equity (0.03% of Partners’ Capital) | | | | | | | | | | | | |
Quorum Fund Limited. | | | 11,875 | | | | 712,745 | | | | | |
Natural Resources (0.29% of Partners’ Capital) | | | | | | | | | | | | |
Ospraie Special Opportunities (Offshore), Ltd. | | | | | | | 7,716,431 | | | | | |
| | | | | | | | | | | | |
Total Cayman Companies Limited by Shares, Exempted Companies and Limited Liability Companies | | | | | | | 33,377,632 | | | | | |
| | | | | | | | | | | | |
Total Passive Foreign Investment Companies | | | | | | | 33,377,632 | | | | 1.24% | |
| | | | | | | | | | | | |
Private Corporations | | | | | | | | | | | | |
United States | | | | | | | | | | | | |
Real Estate (0.63% of Partners’ Capital) | | | | | | | | | | | | |
Legacy Partners Realty Fund II, Inc. | | | | | | | 2,846,487 | | | | | |
Legacy Partners Realty Fund III, Inc. | | | | | | | 6,863,926 | | | | | |
Net Lease Private REIT V, Inc.(2) | | | | | | | 1,543,669 | | | | | |
Net Lease Private REIT VI, Inc.(2) | | | | | | | 1,809,006 | | | | | |
Net Lease Private REIT VII, Inc.(1)(2) | | | | | | | 1,977,168 | | | | | |
Net Lease Private REIT VII-A, Inc.(1)(2) | | | | | | | 1,977,168 | | | | | |
| | | | | | | | | | | | |
Total Private Corporations | | | | | | | 17,017,424 | | | | 0.63% | |
| | | | | | | | | | | | |
Total Investments in Investment Funds (Cost $1,876,293,990) | | | | | | | 2,065,101,814 | | | | 76.59% | |
| | | | | | | | | | | | |
See accompanying notes to financial statements.
25
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
June 30, 2013
(Unaudited)
| | | | | | | | | | | | |
| | Shares | | | Fair Value | | | % of Partners’ Capital | |
| | | | | | | | | | | | |
Investments in Securities | | | | | | | | | | | | |
Common Stock | | | | | | | | | | | | |
United States | | | | | | | | | | | | |
Healthcare ( 0.00% of Net Assets) | | | | | | | | | | | | |
Pacira Pharmaceuticals, Inc. | | | 3,903 | | | $ | 113,187 | | | | | |
| | | | | | | | | | | | |
Total Common Stock | | | | | | | 113,187 | | | | 0.00% | |
| | | | | | | | | | | | |
Registered Investment Company | | | | | | | | | | | | |
United States | | | | | | | | | | | | |
Money Market Funds ( 0.88% of Net Assets) | | | | | | | | | | | | |
JPMorgan 100% U.S. Treasury Securities Money Market Fund(2) | | | 23,520,718 | | | | 23,520,718 | | | | | |
| | | | | | | | | | | | |
Total Registered Investment Company | | | | | | | 23,520,718 | | | | 0.88% | |
| | | | | | | | | | | | |
Total Investments in Securities (Cost $23,566,923) | | | | | | | 23,633,905 | | | | 0.88% | |
| | | | | | | | | | | | |
Derivative Contracts—Assets | | | | | | | | | | | | |
Call Options Purchased | | | | | | | | | | | | |
United States | | | | | | | | | | | | |
CMS 10 Year One Look Cap, 10 Year USD Swap Rate (Strike Rate 5.50%, Expiration 05/01/19) | | | 1,079,000,000 | | | | 6,050,364 | | | | | |
CMS 10 Year One Look Cap, 10 Year USD Swap Rate (Strike Rate 6.50%, Expiration 05/01/19) | | | 1,350,000,000 | | | | 4,966,093 | | | | | |
CMS 10 Year One Look Cap, 10 Year USD Swap Rate (Strike Rate 5.62%, Expiration 05/02/19) | | | 714,285,714 | | | | 3,664,595 | | | | | |
CMS 10 Year One Look Cap, 10 Year USD Swap Rate (Strike Rate 6.62%, Expiration 05/02/19) | | | 877,192,983 | | | | 2,866,552 | | | | | |
| | | | | | | | | | | | |
Total Call Options Purchased | | | | | | | 17,547,604 | | | | 0.65% | |
| | | | | | | | | | | | |
Warrants Purchased | | | | | | | | | | | | |
United States | | | | | | | | | | | | |
Global Opportunistic ( 0.00% of Net Assets) | | | | | | | | | | | | |
Bally Total Fitness Holdings Corp. Warrants Exp. Sep. 2014, Strike Price $20.00 USD | | | 2 | | | | — | | | | | |
| | | | | | | | | | | | |
Total Warrants Purchased | | | | | | | — | | | | 0.00% | |
| | | | | | | | | | | | |
Total Derivative Contracts—Assets (Cost $24,991,550) | | | | | | | 17,547,604 | | | | 0.65% | |
| | | | | | | | | | | | |
Total Investments (Cost $1,924,852,463) | | | | | | $ | 2,106,283,323 | | | | 78.12% | |
| | | | | | | | | | | | |
See accompanying notes to financial statements.
26
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
June 30, 2013
(Unaudited)
The Master Fund’s total outstanding capital commitments to Investment Funds as of June 30, 2013 were $366,407,905. 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 Investment Funds and securities are non-income producing unless noted otherwise.
Refer to Note 5, Investments in Portfolio Securities, for information regarding the liquidity of the Master Fund’s investments.
(1) | Affiliated investments (See Note 5c) |
(2) | Income producing investment |
(3) | Affiliated investments for which ownership exceeds 25% |
| | | | | | | | | | | | | | |
Futures Contracts Purchased: | | | | | | | | | | | | | | |
Description | | Expiration Date | | Number of Contracts | | | Notional Amount at Value | | | Unrealized Appreciation (Depreciation) | |
ASX SPI 200 Index | | September 2013 | | | 598 | | | $ | 65,186,609 | | | $ | 929,622 | |
Brent Crude | | August 2013 | | | 390 | | | | 39,670,800 | | | | (260,810 | ) |
CAC40 10 Euro | | July 2013 | | | 785 | | | | 38,154,756 | | | | (800,798 | ) |
Cocoa | | September 2013 | | | 1,834 | | | | 39,687,760 | | | | (3,100,096 | ) |
Coffee ‘C’ | | September 2013 | | | 283 | | | | 12,777,450 | | | | (27,402 | ) |
Corn | | September 2013 | | | 2,226 | | | | 60,908,925 | | | | (3,655,798 | ) |
Cotton No.2 | | December 2013 | | | 1,226 | | | | 51,498,130 | | | | (672,559 | ) |
E-Mini S&P 500 | | September 2013 | | | 782 | | | | 62,532,630 | | | | (1,237,523 | ) |
E-Mini S&P MidCap 400 | | September 2013 | | | 435 | | | | 50,368,650 | | | | (713,243 | ) |
Euro BUXL 30-Year Bond | | September 2013 | | | 1,451 | | | | 242,746,102 | | | | (4,477,284 | ) |
FTSE 100 Index | | September 2013 | | | 497 | | | | 46,568,006 | | | | (573,840 | ) |
FTSE/JSE Top 40 Index | | September 2013 | | | 1,507 | | | | 53,115,073 | | | | (849,129 | ) |
FTSE/MIB Index | | September 2013 | | | 291 | | | | 28,901,541 | | | | (1,447,443 | ) |
Gas Oil | | August 2013 | | | 404 | | | | 35,440,900 | | | | 638,878 | |
Gasoline RBOB | | August 2013 | | | 335 | | | | 38,208,492 | | | | (1,336,781 | ) |
German Stock Index | | September 2013 | | | 188 | | | | 48,731,746 | | | | (1,109,937 | ) |
Gold 100 Oz | | August 2013 | | | 24 | | | | 2,936,880 | | | | (406,670 | ) |
Hang Seng China Enterprises Index | | July 2013 | | | 465 | | | | 27,711,261 | | | | 1,167,546 | |
Hang Seng Index | | July 2013 | | | 399 | | | | 53,320,554 | | | | 2,513,897 | |
Heating Oil | | August 2013 | | | 326 | | | | 39,142,690 | | | | (66,594 | ) |
IBEX 35 Index | | July 2013 | | | 26 | | | | 2,595,093 | | | | (112,168 | ) |
MSCI Taiwan Index | | July 2013 | | | 1,775 | | | | 49,611,250 | | | | 1,791,807 | |
Natural Gas | | July 2013 | | | 1,747 | | | | 62,280,550 | | | | (7,138,364 | ) |
OMXS30 Index | | July 2013 | | | 3,138 | | | | 53,860,845 | | | | (1,698,721 | ) |
Russell 2000 Mini Index | | September 2013 | | | 912 | | | | 88,892,640 | | | | (1,028,426 | ) |
See accompanying notes to financial statements.
27
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
June 30, 2013
(Unaudited)
| | | | | | | | | | | | | | |
Futures Contracts Purchased, continued: | | | | | | | | | | | | |
Description | | Expiration Date | | Number of Contracts | | | Notional Amount at Value | | | Unrealized Appreciation (Depreciation) | |
S&P/Toronto Stock Exchange 60 Index | | September 2013 | | | 426 | | | $ | 56,140,917 | | | $ | (463,769 | ) |
SGX CNX Nifty Index | | July 2013 | | | 2,914 | | | | 33,959,756 | | | | 1,343,286 | |
Soybean | | November 2013 | | | 1,108 | | | | 69,360,800 | | | | (1,686,539 | ) |
Tokyo Price Index | | September 2013 | | | 237 | | | | 27,031,767 | | | | 1,383,928 | |
Ultra Long-Term U.S. Treasury Bond | | September 2013 | | | 1,700 | | | | 250,431,250 | | | | 2,173,994 | |
Wheat (CBT) | | September 2013 | | | 1,574 | | | | 51,764,925 | | | | (4,060,857 | ) |
WTI Crude | | July 2013 | | | 335 | | | | 32,347,600 | | | | 728,761 | |
| | | | | | | | | | | | | | |
| | | $ | 1,815,886,348 | | | $ | (24,253,032 | ) |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Futures Contracts Sold: | | | | | | | | | | | | | | |
Description | | Expiration Date | | Number of Contracts | | | Notional Amount at Value | | | Unrealized Appreciation (Depreciation) | |
10 Year Australia Treasury Bond | | September 2013 | | | 231 | | | $ | 25,004,427 | | | $ | 765,707 | |
10 Year Japan Government Bond | | September 2013 | | | 9 | | | | 12,951,795 | | | | (1,337 | ) |
CBOE Volatility Index (VIX) | | July 2013 | | | 128 | | | | 2,310,400 | | | | (39,316 | ) |
Coffee ‘C’ | | September 2013 | | | 389 | | | | 17,563,350 | | | | 1,376,000 | |
Copper | | September 2013 | | | 932 | | | | 71,239,750 | | | | 1,025,532 | |
Corn | | September 2013 | | | 49 | | | | 1,340,763 | | | | 74,559 | |
Cotton No.2 | | December 2013 | | | 27 | | | | 1,134,135 | | | | 11,751 | |
E-Mini S&P 500 | | September 2013 | | | 438 | | | | 35,024,670 | | | | 690,941 | |
E-Mini S&P MidCap 400 | | September 2013 | | | 19 | | | | 2,200,010 | | | | 30,922 | |
FTSE/JSE Top 40 Index | | September 2013 | | | 93 | | | | 3,277,838 | | | | 61,943 | |
FTSE/MIB Index | | September 2013 | | | 214 | | | | 21,254,054 | | | | 1,120,360 | |
Gas Oil | | August 2013 | | | 100 | | | | 8,772,500 | | | | (147,729 | ) |
Gold 100 Oz | | August 2013 | | | 105 | | | | 12,848,850 | | | | 2,496,129 | |
Hang Seng China Enterprises Index | | July 2013 | | | 95 | | | | 5,661,440 | | | | (243,968 | ) |
IBEX 35 Index | | July 2013 | | | 771 | | | | 76,954,498 | | | | (151,761 | ) |
Lean Hogs | | August 2013 | | | 2,361 | | | | 92,031,780 | | | | (1,650,319 | ) |
Live Cattle | | September 2013 | | | 2,341 | | | | 114,264,210 | | | | (967,513 | ) |
MSCI Taiwan Index | | July 2013 | | | 398 | | | | 11,124,100 | | | | (407,381 | ) |
Silver | | September 2013 | | | 367 | | | | 35,727,450 | | | | 3,495,394 | |
Sugar #11 | | October 2013 | | | 3,332 | | | | 63,142,733 | | | | (173,365 | ) |
Tokyo Price Index | | September 2013 | | | 8 | | | | 912,465 | | | | (46,829 | ) |
WTI Crude | | July 2013 | | | 6 | | | | 579,360 | | | | (12,738 | ) |
| | | | | | | | | | | | | | |
| | | $ | 615,320,578 | | | $ | 7,306,982 | |
| | | | | | | | | | | | | | |
See accompanying notes to financial statements.
28
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
June 30, 2013
(Unaudited)
| | | | | | | | | | | | | | | | |
Total Return Swap Agreements: | | | | | | | | | | | | | | | | |
Underlying Instrument | | Counterparty | | | Maturity Date | | | Notional Amount at Value | | | Unrealized Gain (Loss) | |
Long Position: | | | | | | | | | | | | | | | | |
KOSPI 200 Index | | | Goldman Sachs | | | | 9/19/2013 | | | $ | 37,405,202 | | | $ | (906,097 | ) |
Short Position: | |
KOSPI 200 Index | | | Goldman Sachs | | | | 9/19/2013 | | | $ | 20,874,858 | | | $ | 931,605 | |
Credit Default Swap Agreements—Sell Protection:(a)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Underlying Instrument | | Fixed Deal Receive Rate | | | Maturity Date | | | Implied Credit Spread at June 30 2013(b) | | | Notional Amount(c) | | | Value(d) | | | Upfront Premiums Paid (Received) | | | Unrealized Gain (Loss) | |
CDX Emerging Markets Index Swap Agreement with Goldman Sachs International; Series 18 | | | 5.00 | % | | | 12/20/17 | | | | 3.25 | % | | $ | 46,494,262 | | | $ | 3,500,450 | | | $ | 6,160,490 | | | $ | (2,660,040 | ) |
CDX Emerging Markets Index Swap Agreement with Goldman Sachs International; Series 19 | | | 5.00 | % | | | 6/20/18 | | | | 3.21 | % | | | 143,807,175 | | | | 11,778,926 | | | | 16,500,513 | | | | (4,721,587 | ) |
CDX iTraxx Europe Crossover Index Swap Agreement with Goldman Sachs International; Series 18 | | | 5.00 | % | | | 12/20/17 | | | | 4.15 | % | | | 44,902,194 | | | | 2,053,234 | | | | 1,978,592 | | | | 74,642 | |
CDX iTraxx Europe Crossover Index Swap Agreement with Goldman Sachs International; Series 19 | | | 5.00 | % | | | 6/20/18 | | | | 4.79 | % | | | 12,109,867 | | | | 172,811 | | | | 484,427 | | | | (311,616 | ) |
CDX North America High Yield Index Swap Agreement with Goldman Sachs International; Series 19 | | | 5.00 | % | | | 12/20/17 | | | | 3.89 | % | | | 40,606,991 | | | | 1,751,289 | | | | 1,230,899 | | | | 520,390 | |
CDX North America High Yield Index Swap Agreement with Goldman Sachs International; Series 20 | | | 5.00 | % | | | 6/20/18 | | | | 4.38 | % | | | 25,435,903 | | | | 738,093 | | | | 1,398,149 | | | | (660,056 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | $ | 19,994,803 | | | $ | 27,753,070 | | | $ | (7,758,267 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
See accompanying notes to financial statements.
29
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
June 30, 2013
(Unaudited)
(a) | When a credit event occurs as defined under the terms of the swap agreement, the Master Fund as a seller of credit protection will either (i) pay to the buyer of protection an amount equal to the par value of the defaulted reference entity and take delivery of the reference entity or (ii) pay a net amount equal to the par value of the defaulted reference entity less its recovery value. |
(b) | Implied credit spread, represented in absolute terms, utilized in determining the market value of the credit default swap agreement as of period end, serves as an indicator of the current status of the payment/performance risk and represents the likelihood or risk of default for the credit derivative. The implied credit spread of a referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Generally, wider credit spreads represent a perceived deterioration of the reference entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the swap agreement. |
(c) | The notional amount represents the maximum potential payment amount the Master Fund could be required to make as a seller of credit protection if a credit event occurs, as defined under the terms of the swap agreement. |
(d) | Value includes upfront payments paid (received) and unrealized gain (loss). |
Forward Foreign Currency Exchange Contracts:
At June 30, 2013, the Master Fund’s open forward foreign currency exchange contracts were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
Type of Contract | | Counterparty | | | Delivery Date | | | Contract Amount (Local Currency) | | | Contract Value | | | Value | | | Net Unrealized Appreciation (Depreciation) | |
Long Contracts: | | | | | | | | | | | | | | | | | | | | | | | | |
Australian Dollar | | | Goldman Sachs | | | | 7/15/13 | | | | 3,311,426 | | | $ | 3,209,103 | | | $ | 3,024,165 | | | $ | (184,938 | ) |
Brazilian Real | | | Goldman Sachs | | | | 7/15/13 | | | | 3,471,512 | | | | 1,610,163 | | | | 1,550,735 | | | | (59,428 | ) |
British Pound | | | Goldman Sachs | | | | 7/15/13 | | | | 8,601,846 | | | | 13,266,627 | | | | 13,079,473 | | | | (187,154 | ) |
Canadian Dollar | | | Goldman Sachs | | | | 7/15/13 | | | | 4,614,895 | | | | 4,378,458 | | | | 4,387,722 | | | | 9,264 | |
Chilean Peso | | | Goldman Sachs | | | | 7/15/13 | | | | 9,813,496,320 | | | | 19,394,262 | | | | 19,293,540 | | | | (100,722 | ) |
Czech Koruna | | | Goldman Sachs | | | | 7/15/13 | | | | 106,853,468 | | | | 5,422,933 | | | | 5,350,785 | | | | (72,148 | ) |
Euro | | | Goldman Sachs | | | | 7/15/13 | | | | 6,406,602 | | | | 8,397,134 | | | | 8,338,673 | | | | (58,461 | ) |
Hungarian Forint | | | Goldman Sachs | | | | 7/15/13 | | | | 96,677,070 | | | | 422,909 | | | | 426,266 | | | | 3,357 | |
Indian Rupee | | | Goldman Sachs | | | | 7/15/13 | | | | 990,660,560 | | | | 17,444,278 | | | | 16,627,520 | | | | (816,758 | ) |
Indonesian Rupiah | | | Goldman Sachs | | | | 7/15/13 | | | | 59,037,744,000 | | | | 5,922,133 | | | | 5,943,271 | | | | 21,138 | |
Israeli New Shekel | | | Goldman Sachs | | | | 7/15/13 | | | | 15,530,901 | | | | 4,220,353 | | | | 4,271,278 | | | | 50,925 | |
Japanese Yen | | | Goldman Sachs | | | | 7/16/13 | | | | 732,139,861 | | | | 7,509,127 | | | | 7,383,896 | | | | (125,231 | ) |
Korean Won | | | Goldman Sachs | | | | 7/15/13 | | | | 5,328,612,320 | | | | 4,743,924 | | | | 4,664,806 | | | | (79,118 | ) |
Malaysian Ringgit | | | Goldman Sachs | | | | 7/15/13 | | | | 1,098,278 | | | | 341,027 | | | | 347,419 | | | | 6,392 | |
Mexican Peso | | | Goldman Sachs | | | | 7/15/13 | | | | 207,967,718 | | | | 16,169,159 | | | | 16,031,581 | | | | (137,578 | ) |
New Zealand Dollar | | | Goldman Sachs | | | | 7/15/13 | | | | 7,704,904 | | | | 6,225,177 | | | | 5,962,286 | | | | (262,891 | ) |
See accompanying notes to financial statements.
30
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
June 30, 2013
(Unaudited)
Forward Foreign Currency Exchange Contracts, continued
| | | | | | | | | | | | | | | | | | | | | | | | |
Type of Contract | | Counterparty | | | Delivery Date | | | Contract Amount (Local Currency) | | | Contract Value | | | Value | | | Net Unrealized Appreciation (Depreciation) | |
Long Contracts, continued: | |
Norwegian Krone | | | Goldman Sachs | | | | 7/15/13 | | | | 11,933,041 | | | $ | 1,941,753 | | | $ | 1,964,197 | | | $ | 22,444 | |
Philippine Peso | | | Goldman Sachs | | | | 7/15/13 | | | | 317,366,672 | | | | 7,568,964 | | | | 7,347,982 | | | | (220,982 | ) |
Polish Zloty | | | Goldman Sachs | | | | 7/15/13 | | | | 15,533,813 | | | | 4,764,827 | | | | 4,674,597 | | | | (90,230 | ) |
Russian Ruble | | | Goldman Sachs | | | | 7/15/13 | | | | 490,804,753 | | | | 15,328,068 | | | | 14,904,507 | | | | (423,561 | ) |
Singapore Dollar | | | Goldman Sachs | | | | 7/15/13 | | | | 2,878,906 | | | | 2,253,547 | | | | 2,272,124 | | | | 18,577 | |
South African Rand | | | Goldman Sachs | | | | 7/15/13 | | | | 35,032,851 | | | | 3,464,997 | | | | 3,539,878 | | | | 74,881 | |
Swedish Krona | | | Goldman Sachs | | | | 7/15/13 | | | | 899,890 | | | | 132,786 | | | | 134,234 | | | | 1,448 | |
Swiss Franc | | | Goldman Sachs | | | | 7/15/13 | | | | 6,271,245 | | | | 6,714,395 | | | | 6,642,142 | | | | (72,253 | ) |
Taiwan Dollar | | | Goldman Sachs | | | | 7/15/13 | | | | 74,262,058 | | | | 2,459,009 | | | | 2,478,707 | | | | 19,698 | |
Turkish Lira | | | Goldman Sachs | | | | 7/15/13 | | | | 22,721,481 | | | | 11,977,586 | | | | 11,756,402 | | | | (221,184 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | $ | 175,282,699 | | | $ | 172,398,186 | | | $ | (2,884,513 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
Short Contracts: | |
Australian Dollar | | | Goldman Sachs | | | | 7/15/13 | | | | 1,327,462 | | | $ | 1,223,389 | | | $ | 1,212,307 | | | $ | 11,082 | |
Brazilian Real | | | Goldman Sachs | | | | 7/15/13 | | | | 1,418,330 | | | | 626,886 | | | | 633,572 | | | | (6,686 | ) |
British Pound | | | Goldman Sachs | | | | 7/15/13 | | | | 23,415,630 | | | | 35,975,773 | | | | 35,604,461 | | | | 371,312 | |
Canadian Dollar | | | Goldman Sachs | | | | 7/15/13 | | | | 12,211,834 | | | | 11,787,484 | | | | 11,610,692 | | | | 176,792 | |
Chilean Peso | | | Goldman Sachs | | | | 7/15/13 | | | | 3,856,154,880 | | | | 7,453,668 | | | | 7,581,281 | | | | (127,613 | ) |
Czech Koruna | | | Goldman Sachs | | | | 7/15/13 | | | | 288,498,447 | | | | 14,684,097 | | | | 14,446,823 | | | | 237,274 | |
Euro | | | Goldman Sachs | | | | 7/15/13 | | | | 17,424,393 | | | | 22,827,696 | | | | 22,679,152 | | | | 148,544 | |
Hungarian Forint | | | Goldman Sachs | | | | 7/15/13 | | | | 259,918,680 | | | | 1,153,400 | | | | 1,146,026 | | | | 7,374 | |
Indian Rupee | | | Goldman Sachs | | | | 7/15/13 | | | | 404,231,790 | | | | 6,717,045 | | | | 6,784,738 | | | | (67,693 | ) |
Indonesian Rupiah | | | Goldman Sachs | | | | 7/15/13 | | | | 22,452,368,000 | | | | 2,169,311 | | | | 2,260,257 | | | | (90,946 | ) |
Israeli New Shekel | | | Goldman Sachs | | | | 7/15/13 | | | | 5,757,779 | | | | 1,576,653 | | | | 1,583,493 | | | | (6,840 | ) |
Japanese Yen | | | Goldman Sachs | | | | 7/16/13 | | | | 2,016,234,689 | | | | 20,318,802 | | | | 20,334,459 | | | | (15,657 | ) |
Korean Won | | | Goldman Sachs | | | | 7/15/13 | | | | 2,062,688,640 | | | | 1,772,450 | | | | 1,805,731 | | | | (33,281 | ) |
Malaysian Ringgit | | | Goldman Sachs | | | | 7/15/13 | | | | 2,748,780 | | | | 888,854 | | | | 869,524 | | | | 19,330 | |
Mexican Peso | | | Goldman Sachs | | | | 7/15/13 | | | | 83,899,429 | | | | 6,242,982 | | | | 6,467,545 | | | | (224,563 | ) |
New Zealand Dollar | | | Goldman Sachs | | | | 7/15/13 | | | | 3,023,617 | | | | 2,336,349 | | | | 2,339,766 | | | | (3,417 | ) |
Norwegian Krone | | | Goldman Sachs | | | | 7/15/13 | | | | 30,442,384 | | | | 5,231,369 | | | | 5,010,863 | | | | 220,506 | |
Philippine Peso | | | Goldman Sachs | | | | 7/15/13 | | | | 127,259,637 | | | | 2,885,706 | | | | 2,946,439 | | | | (60,733 | ) |
Polish Zloty | | | Goldman Sachs | | | | 7/15/13 | | | | 5,840,398 | | | | 1,758,785 | | | | 1,757,554 | | | | 1,231 | |
Russian Ruble | | | Goldman Sachs | | | | 7/15/13 | | | | 193,970,168 | | | | 5,861,897 | | | | 5,890,387 | | | | (28,490 | ) |
Singapore Dollar | | | Goldman Sachs | | | | 7/15/13 | | | | 7,521,693 | | | | 6,022,172 | | | | 5,936,358 | | | | 85,814 | |
South African Rand | | | Goldman Sachs | | | | 7/15/13 | | | | 91,218,371 | | | | 9,210,256 | | | | 9,217,117 | | | | (6,861 | ) |
See accompanying notes to financial statements.
31
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
June 30, 2013
(Unaudited)
Forward Foreign Currency Exchange Contracts, continued
| | | | | | | | | | | | | | | | | | | | | | | | |
Type of Contract | | Counterparty | | | Delivery Date | | | Contract Amount (Local Currency) | | | Contract Value | | | Value | | | Net Unrealized Appreciation (Depreciation) | |
Short Contracts, continued: | |
Swedish Krona | | | Goldman Sachs | | | | 7/15/13 | | | | 2,410,655 | | | $ | 368,607 | | | $ | 359,591 | | | $ | 9,016 | |
Swiss Franc | | | Goldman Sachs | | | | 7/15/13 | | | | 17,371,959 | | | | 18,231,578 | | | | 18,399,380 | | | | (167,802 | ) |
Taiwan Dollar | | | Goldman Sachs | | | | 7/15/13 | | | | 195,470,704 | | | | 6,552,823 | | | | 6,524,390 | | | | 28,433 | |
Turkish Lira | | | Goldman Sachs | | | | 7/15/13 | | | | 9,038,213 | | | | 4,610,392 | | | | 4,676,494 | | | | (66,102 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | $ | 198,488,424 | | | $ | 198,078,400 | | | $ | 410,024 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
See accompanying notes to financial statements.
32
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Statement of Operations
Six Months Ended June 30, 2013
(Unaudited)
| | | | |
Investment income: | | | | |
Dividend income | | $ | 3,247,411 | |
Interest income | | | 845,811 | |
Dividend income from affiliated investments | | | 2,637,242 | |
Interest income from affiliated investments | | | 17,796 | |
| | | | |
Total investment income | | | 6,748,260 | |
| | | | |
Expenses: | | | | |
Investment Management Fees | | | 15,217,806 | |
Administration fees | | | 870,035 | |
Professional fees | | | 136,173 | |
Custodian fees | | | 113,538 | |
Line of credit commitment fees | | | 450,940 | |
Directors fees | | | 240,000 | |
Interest expense | | | 221,802 | |
Offshore withholding tax expense | | | 3,207,896 | |
Other expenses | | | 391,461 | |
| | | | |
Total expenses | | | 20,849,651 | |
| | | | |
Net investment loss | | | (14,101,391 | ) |
| | | | |
Net realized and unrealized gain (loss) from investments: | | | | |
Net realized gain from investments and foreign currency translations | | | 102,261,537 | |
Net realized loss from futures contracts | | | (51,873,729 | ) |
Net realized loss from swap contracts | | | (56,543,947 | ) |
Net realized loss from forward foreign currency exchange contracts | | | (4,378,749 | ) |
Net realized gain from redemptions in-kind | | | 82,007 | |
Net realized gain from affiliated investments | | | 23,316,374 | |
Change in unrealized appreciation/depreciation from investments | | | (52,398,670 | ) |
| | | | |
Net realized and unrealized loss from investments | | | (39,535,177 | ) |
| | | | |
Net decrease in partners’ capital resulting from operations | | $ | (53,636,568 | ) |
| | | | |
See accompanying notes to financial statements.
33
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Statements of Changes in Partners’ Capital
Year Ended December 31, 2012 and
Six Months Ended June 30, 2013 (Unaudited)
| | | | |
Partners’ capital at December 31, 2011 | | $ | 4,301,278,858 | |
Contributions | | | 132,053,507 | |
Withdrawals | | | (1,459,231,885 | ) |
Net increase in partners’ capital resulting from operations: | | | | |
Net investment loss | | | (30,336,972 | ) |
Net realized gain from investments and foreign currency translations | | | 236,860,829 | |
Net realized gain from purchased option contracts | | | 1,896,642 | |
Net realized loss from futures contracts | | | (21,473,556 | ) |
Net realized loss from redemptions in-kind | | | (1,112,455 | ) |
Net realized gain from affiliated investments | | | 56,413,884 | |
Change in unrealized appreciation/depreciation from investments | | | (144,614,669 | ) |
| | | | |
Net increase in partners’ capital resulting from operations | | | 97,633,703 | |
| | | | |
Partners’ capital at December 31, 2012 | | | 3,071,734,183 | |
| | | | |
Contributions | | | 448,112 | |
Withdrawals | | | (322,349,702 | ) |
Net decrease in partners’ capital resulting from operations: | | | | |
Net investment loss | | | (14,101,391 | ) |
Net realized gain from investments and foreign currency translations | | | 102,261,537 | |
Net realized loss from futures contracts | | | (51,873,729 | ) |
Net realized loss from swap contracts | | | (56,543,947 | ) |
Net realized loss from forward foreign currency exchange contracts | | | (4,378,749 | ) |
Net realized gain from redemptions in-kind | | | 82,007 | |
Net realized gain from affiliated investments | | | 23,316,374 | |
Change in unrealized appreciation/depreciation from investments | | | (52,398,670 | ) |
| | | | |
Net decrease in partners’ capital resulting from operations | | | (53,636,568 | ) |
| | | | |
Partners’ capital at June 30, 2013 | | $ | 2,696,196,025 | |
| | | | |
See accompanying notes to financial statements.
34
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Statement of Cash Flows
Six Months Ended June 30, 2013
(Unaudited)
| | | | |
Cash flows from operating activities: | | | | |
Net decrease in partners’ capital resulting from operations | | $ | (53,636,568 | ) |
Adjustments to reconcile net decrease in partners’ capital resulting from operations to net cash provided by operating activities: | | | | |
Purchases of investments | | | (1,327,998,434 | ) |
Proceeds from disposition of investments | | | 2,319,930,761 | |
Premiums paid on credit default swap agreements | | | (27,753,070 | ) |
Net realized gain from investments and foreign currency translations | | | (103,072,599 | ) |
Net realized gain from redemptions in-kind | | | (82,007 | ) |
Net realized gain from affiliated investments | | | (23,316,374 | ) |
Change in unrealized appreciation/depreciation from investments | | | 38,802,497 | |
Change in unrealized appreciation/depreciation from swap agreements | | | 7,732,759 | |
Change in unrealized appreciation/depreciation from forward currency exchange contracts | | | 2,474,489 | |
Change in operating assets and liabilities: | | | | |
Deposits with brokers for futures contracts | | | (79,393,378 | ) |
Deposits with brokers for swap agreements | | | (198,490,000 | ) |
Interest and dividends receivable | | | (14,776 | ) |
Dividends receivable from affiliated investments | | | 78,786 | |
Receivable from investments sold | | | 39,567,817 | |
Receivable from affiliated investments sold | | | 9,845,982 | |
Prepaids and other assets | | | (193,400 | ) |
Investment Management Fees payable | | | (610,611 | ) |
Offshore withholding tax payable | | | 481,386 | |
Administration fees payable | | | 275,257 | |
Payable to Adviser | | | (7,017 | ) |
Payable to Directors | | | 8,125 | |
Accounts payable and accrued expenses | | | (384,474 | ) |
| | | | |
Net cash provided by operating activities | | | 604,245,151 | |
| | | | |
Cash flows from financing activities: | | | | |
Contributions | | | 463,116 | |
Withdrawals | | | (388,342,503 | ) |
| | | | |
Net cash used in financing activities | | | (387,879,387 | ) |
| | | | |
Net change in cash and cash equivalents | | | 216,365,764 | |
Cash and cash equivalents at beginning of period | | | 59,376,734 | |
| | | | |
Cash and cash equivalents at end of period | | $ | 275,742,498 | |
| | | | |
Supplemental schedule of cash activity: | | | | |
Cash paid for offshore withholding taxes | | $ | 2,726,510 | |
Cash paid for interest | | | 169,016 | |
Supplemental schedule of noncash activity: | | | | |
Redemptions in-kind (Cost $484,754) | | $ | 566,761 | |
See accompanying notes to financial statements.
35
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements
June 30, 2013
(Unaudited)
(1) ORGANIZATION
The Endowment Master Fund, L.P. (the “Master Fund”) a Delaware limited partnership, commenced operations on April 1, 2003. The Master Fund operated as an unregistered investment vehicle until March 10, 2004, at which time it registered as a non-diversified, 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 nine feeder funds.
The Master Fund’s investment objective is to preserve capital and to generate consistent long-term appreciation and returns across a market cycle (which is estimated to be five to seven years). The Master Fund is primarily a “fund of funds” which 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 (including exchange-traded funds) and direct investments in marketable securities and derivative instruments. The Investment Funds are managed by a carefully selected group of investment managers, identified by the Adviser, as hereinafter defined. The various styles and strategies employed by the Investment Funds and supplemented by the Master Fund’s direct investments, serve to achieve a portfolio that is broadly allocated.
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, as hereinafter defined, or any committee of the Board.
The Board is authorized to engage an investment adviser, and pursuant to an investment management agreement, (the “Investment Management Agreement”), it has selected Endowment Advisers, L.P. (the “Adviser”), to manage the Master Fund’s portfolio and operations. The Adviser is a Delaware limited partnership that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. 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 Directors and officers 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 General Partner expects that risk of loss to be remote.
36
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The accompanying financial statements reflect the financial position of the Master Fund and the results of its operations.
(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
Security transactions are accounted for on a trade date basis. Realized gains or losses on the disposition of investments are accounted for based on the first in first out (“FIFO”) method.
Investments that are held by the Master Fund, including those that have been sold short, are marked to fair value at the date of the financial statements, and the corresponding change in unrealized appreciation/depreciation is included in the Statement of Operations.
Dividend income is recorded on the ex-dividend date. Other investment fund distributions are recorded based on the detail provided within the distribution notice, as applicable.
(d) INVESTMENT VALUATION
The valuation of the Master Fund’s investments is determined as of the close of business at the end of each reporting period, generally monthly. The valuation of the Master Fund’s investments is calculated by Citi Fund Services Ohio, Inc., the Master Fund’s independent administrator (the “Administrator”).
The Board has formed a valuation committee (the “Board Valuation Committee”) that is responsible for overseeing the Master Fund’s valuation policies, making recommendations to the Board on valuation-related matters, and overseeing implementation by the Adviser of such valuation policies.
The Board has authorized the Adviser to establish a valuation committee of the Adviser (the “Adviser Valuation Committee”). The function of the Adviser Valuation Committee, subject to the oversight of the Board Valuation Committee and the Board, is generally to review valuation methodologies, valuation determinations, and any information provided to the Adviser Valuation Committee by the Adviser or the Administrator.
Investments currently held by the Master Fund are valued as follows:
| • | | INVESTMENT FUNDS—Investments in Investment Funds are carried at fair value, using the net asset value (the “NAV”) as a practical expedient, as provided to the 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. Prior to investing in any Investment Fund, the Adviser Valuation Committee, as part of the due |
37
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
| diligence process, conducts a review of the valuation methodologies employed by the Investment Fund to determine whether such methods are appropriate for the asset types. All of the Master Fund’s 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. Generally, Investment Funds in which the Master Fund invests will use market value when available, and otherwise will use principles of fair value applied in good faith. The Adviser Valuation Committee will consider whether it is appropriate, in light of the relevant circumstances, to value interests at NAV as reported by an Investment Fund for valuation purposes, or whether to adjust such reported value to reflect an adjusted fair value. Because of the inherent uncertainty of valuation, fair value may differ significantly from the value that would have been used had readily available markets 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. Investment Funds are typically categorized as Level 2 or 3 in the fair value hierarchy based upon liquidity. |
| • | | SECURITIES LISTED ON A SECURITIES EXCHANGE OR OVER-THE-COUNTER EXCHANGES—In general, the Master Fund values securities at their last sales price on the exchange or over-the-counter market on the valuation date. If the security is listed on more than one exchange, the Master Fund uses the price from the exchange that it considers to be the principal exchange the security is traded. If there have been no sales for that day on the exchange where the security is principally traded, then the price of the security will be the mean of the closing “bid” and “ask” prices on the valuation day on the relevant exchange. In these situations, valuations are typically categorized as Level 1 in the fair value hierarchy. 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 occurred 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. Such fair valued securities are typically categorized as Level 2 in the fair value hierarchy, based upon the inputs used to value the securities. |
| • | | DERIVATIVES—Derivatives are generally valued using independent pricing services and/or agreements with counterparties or other procedures approved by the Board. Exchange traded futures contracts are valued using quoted final settlement prices from the national exchange on which they are principally traded and are typically categorized as Level 1 in the fair value hierarchy. Options that are listed on a securities exchange are generally valued at the closing “bid” and “ask” prices for options held long and short, respectively on the date of valuation and are typically categorized as Level 1 in the fair value hierarchy. If no such bid or ask price is reported by such exchange on the valuation date, the Adviser Valuation Committee and/or the Board Valuation Committee will determine the fair value in good faith using information that is available at such time. Such fair valued options are typically categorized as Level 2 in the fair value hierarchy, based upon the inputs used to value the options. |
| • | | OTHER—Investments in open-end registered investment companies that do not trade on an exchange are valued at the end of the day NAV per share and are categorized as Level 1 in the fair value hierarchy. 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, |
38
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
| the Adviser Valuation Committee and/or the Board Valuation Committee, in consultation with the Administrator or the Adviser will determine, in good faith, the fair value of the Investment Fund or security. Such fair valued investments are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based upon the inputs used to value the investments. |
Fixed-income securities are valued according to prices as furnished by an independent pricing service or broker/dealer quotes and are typically categorized as Level 2 in the fair value hierarchy.
| • | | SECURITIES NOT ACTIVELY TRADED—The value of securities, derivatives or synthetic securities that are not actively traded on an exchange are determined by obtaining 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. In each of these situations, valuations are typically categorized as Level 2 in the fair value hierarchy. Securities for which independent pricing services are not available are valued pursuant to the fair valuation procedures approved by the Board and are typically categorized as Level 2 or Level 3 in the fair value hierarchy. |
(e) FOREIGN CURRENCY
The accounting records of the Master Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollar amounts at current exchange rates on the date of valuation. Purchases and sales of investments denominated in foreign currencies are translated into U.S. dollar amounts at the exchange rate on the respective dates of such transactions.
(f) DERIVATIVE INSTRUMENTS
All open derivative positions at period-end are reflected in the Master Fund’s Schedule of Investments. In addition to the derivatives held by the Master Fund, the Investment Funds may have directly engaged in derivative transactions during the period. The following is a description of the derivative instruments that the Master Fund utilizes as part of its investment strategy, including the primary underlying risk exposures related to each instrument type.
OPTIONS—The Master Fund invests in options contracts to speculate on the price movements of a financial instrument or for use as an economic hedge against certain positions held in the Master Fund’s portfolio. Options contracts purchased give the Master Fund the right, but not the obligation, to buy or sell the underlying instrument for a specified price upon exercise at any time during the option period. Options contracts written obligate the Master Fund to buy or sell the underlying instrument for a specified price upon exercise at any time during the option period. When the Master Fund writes an options contract, an amount equal to the premium received by the Master Fund is recorded as a liability and is subsequently adjusted to the current fair value of the option contract written.
FUTURES CONTRACTS—The Master Fund invests in futures contracts as part of its strategy to manage exposure to interest rate, equity and market price movements, and commodity prices. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. Upon entering into a futures contract, the Master Fund is required to pledge to the broker an amount of cash and/or
39
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
other assets equal to a certain percentage of the contract amount (initial margin deposit). Subsequent payments, known as “variation margin”, are made or received by the Master Fund, depending on fluctuations in the value of the underlying asset. The underlying assets are not physically delivered. The Master Fund recognizes a gain or loss equal to the variation margin. Should market conditions move unexpectedly, the Master Fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. The use of futures transactions involves, to varying degrees, elements of market risk (generally equity price risk related to stock index or equity futures contracts, interest rate risk related to bond futures contracts, and commodity price risk related to commodity futures contracts) and exposure to loss. The face or contract amounts reflect the extent of the total exposure the Master Fund has in the particular classes of instruments. Among other risks, the use of futures contracts may cause the Master Fund to have imperfect correlation due to differences between movements in the price of the futures contracts and the market value of the underlying securities and the possibility of an illiquid market for a futures contract. With futures contracts, there is minimal counterparty risk to the Master Fund since the futures contracts are exchange-traded and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
SWAP AGREEMENTS—The Master Fund invests in swap agreements, primarily credit default and total return swap agreements, as a part of its hedging strategy to manage credit and market risks. During the six months ended June 30, 2013, the Master Fund invested in credit default and total return swap agreements.
A credit default swap agreement gives one party (the buyer) the right to recoup the economic value of a decline in the value of debt securities of the reference issuer if a credit event (a downgrade, bankruptcy or default) occurs. This value is obtained by delivering a debt security of the reference issuer to the party in return for a previously agreed upon payment from the other party (frequently, the par value of the debt security) or receipt of a net amount equal to the par value of the defaulted reference entity less its recovery value. The Master Fund is usually a net seller of credit default swap agreements.
The Master Fund as a seller of a credit default swap agreement would have the right to pay the par (or other agreed-upon) value of a referenced debt obligation to the counterparty in the event of a default or other credit event by the reference issuer with respect to its debt obligations. In return, the Master Fund would receive from the counterparty a periodic stream of payments over the term of the agreement provided that no event of default or other credit event has occurred. If no default or other credit event occurs, the Master Fund would keep the stream of payments and would have no further obligations to the counterparty. As a seller, the Master Fund would be subject to investment exposure on the notional amount of the swap agreement.
A total return swap agreement is a bilateral financial contract agreement where one party (the payer) agrees to pay the other (the receiver) the total return on a specified asset or index in exchange for a fixed or floating rate of return. A total return swap agreement allows the receiver or payer to derive the economic benefit of owning or having short exposure to an asset without owning or shorting the underlying asset directly. The receiver is entitled to the amount, if any, by which the notional amount of the total return swap agreement would have increased in value had it been invested in the particular instruments, plus an amount equal to any dividends or interest that would have been received on those instruments. In return, the payer is entitled to an amount equal to a fixed or floating rate of interest (e.g., a LIBOR based rate) on the notional amount of the swap agreement plus the amount, if any, by which the notional amount would have decreased in value had it been invested in such instruments, less any dividends or interest. The amounts to which each party is entitled are normally netted against each other, at periodic settlement dates, resulting in a single amount that is either due to or from each party.
40
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
In addition to being exposed to the credit risk of the underlying reference entity, swap agreements are subject to counterparty risk, market risk and interest rate risk. Swap agreements utilized by the Master Fund may not perform as expected. Risks may arise as a result of the failure of the counterparty (Protection Seller) to perform under the agreement. The loss incurred by the failure of a counterparty is generally limited to the market value and premium amounts recorded. The Master Fund considers the creditworthiness of each counterparty to a swap agreement in evaluating potential credit risk. Additionally, risks may arise from the unanticipated movements in interest rates or in the value of the underlying reference securities. The Master Fund may use various techniques to minimize credit risk including early termination or reset and payment. Collateral, in the form of cash, is held in broker segregated accounts for swap agreements.
During the six months ended June 30, 2013, the Master Fund’s direct investments in derivatives consisted of the purchase and sale of call option contracts, the purchase and sale of futures contracts and the purchase and sale of total return and credit default swap agreements. Investment Funds in which the Master Fund invests may also purchase and sell derivative instruments and other financial instruments.
The following is a summary of the fair value of derivative instruments held directly by the Master Fund as of June 30, 2013. These derivatives are presented in the Schedule of Investments.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Assets | | | Liabilities | |
| | Total Fair Value | | | Unrealized Appreciation on Futures Contracts | | | Unrealized Gain on Swap Agreements | | | Unrealized Appreciation on Forward Foreign Currency Exchange Contracts | | | Unrealized Depreciation on Futures Contracts | | | Unrealized Loss on Swap Agreements | | | Unrealized Depreciation on Forward Foreign Currency Exchange Contracts | |
Equity Risk Exposure: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Futures Contracts | | $ | — | | | $ | 11,698,498 | | | $ | — | | | $ | — | | | $ | 11,588,498 | | | $ | — | | | $ | — | |
Total Return Swap Agreements | | | — | | | | — | | | | 1,165,187 | | | | — | | | | — | | | | 1,139,679 | | | | — | |
Commodity Risk Exposure: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Futures Contracts | | | — | | | | 10,752,529 | | | | — | | | | — | | | | 26,269,659 | | | | — | | | | — | |
Interest Rate Risk Exposure: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Futures Contracts | | | — | | | | 2,939,701 | | | | — | | | | — | | | | 4,478,621 | | | | — | | | | — | |
Call Options Purchased | | | 17,547,604 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Credit Risk Exposure: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Credit Default Swap Agreements | | | — | | | | — | | | | 595,032 | | | | — | | | | — | | | | 8,353,299 | | | | — | |
Foreign Exchange Rate Exposure: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Forward Foreign Currency Exchange Contracts | | | — | | | | — | | | | — | | | | 1,544,832 | | | | — | | | | — | | | | 4,019,321 | |
41
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
The following is a summary of the effect of derivative instruments on the Statement of Operations for the six months ended June 30, 2013:
| | | | | | | | |
| | Realized Gain (Loss) from Derivatives | | | Change in Unrealized Appreciation/Depreciation from Derivatives | |
Equity Risk Exposure: | | | | | | | | |
Futures Contracts | | $ | 18,476,284 | | | $ | 1,180,383 | |
Total Return Swap Agreements | | | (627,620 | ) | | | 25,508 | |
Commodity Risk Exposure: | | | | | | | | |
Futures Contracts | | | (26,387,043 | ) | | | (9,816,498 | ) |
Interest Rate Risk Exposure: | | | | | | | | |
Futures Contracts | | | (43,962,970 | ) | | | 5,184,092 | |
Interest Rate Swap Agreements | | | (63,750,306 | ) | | | — | |
Call Options Purchased | | | — | | | | 5,555,531 | |
Credit Risk Exposure: | | | | | | | | |
Credit Default Swap Agreements | | | 7,833,979 | | | | (7,758,267 | ) |
Foreign Exchange Rate Exposure: | | | | | | | | |
Forward Foreign Currency Exchange Contracts | | | (4,378,749 | ) | | | (2,474,489 | ) |
In January 2013, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” (“ASU 2013-01”) which amended Accounting Standards Codification Subtopic 210-20, Balance Sheet Offsetting. ASU 2013-01 clarified the scope of ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). ASU 2011-11 requires an entity to disclose information about offsetting and related arrangements to enable users of that entity’s financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards. ASU 2013-01 clarifies the scope of ASU 2011-11 as applying to derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are offset either in accordance with other requirements of GAAP or subject to an enforceable master netting arrangement or similar agreement. The guidance in ASU 2013-01 and ASU 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013, with retrospective disclosure required for comparative periods presented.
42
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
The following table provides additional disclosures regarding the offsetting of derivative assets presented in the Statement of Assets, Liabilities and Partners’ Capital:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Gross Amounts of Recognized Assets | | | Gross Amounts Offset in the Statement of Assets and Liabilities | | | Net Amounts of Assets presented in the Statement of Assets and Liabilities | | | Gross Amounts Not Offset in the Statement of Assets and Liabilities | | | Net Amount | |
| | | | | Financial Instruments | | | Cash Collateral Received | | |
Futures Contracts | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Swap Agreements | | | 1,760,219 | | | | — | | | | 1,760,219 | | | | — | | | | — | | | | 1,760,219 | |
Forward Foreign Currency Exchange Contracts | | | 1,544,832 | | | | — | | | | 1,544,832 | | | | — | | | | — | | | | 1,544,832 | |
The following table provides additional disclosures regarding the offsetting of derivative liabilities presented in the Statement of Assets, Liabilities and Partners’ Capital:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Gross Amounts of Recognized Liabilities | | | Gross Amounts Offset in the Statement of Assets and Liabilities | | | Net Amounts of Liabilities Presented in the Statement of Assets and Liabilities | | | Gross Amounts Not Offset in the Statement of Assets and Liabilities | | | Net Amount | |
| | | | | Financial Instruments | | | Cash Collateral Pledged | | |
Futures Contracts | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Swap Agreements | | | 9,492,978 | | | | — | | | | 9,492,978 | | | | — | | | | 9,492,978 | | | | — | |
Forward Foreign Currency Exchange Contracts | | | 4,019,321 | | | | — | | | | 4,019,321 | | | | — | | | | — | | | | 4,019,321 | |
The monthly average fair value of options purchased was $15,124,634 for the six months ended June 30, 2013. The following is a summary of the average monthly notional value of futures contracts purchased, futures contracts sold, swap agreements and forward foreign currency exchange contracts in the Master Fund for the six months ended June 30, 2013, as well as the notional amount of futures contracts, swap agreements and forward foreign currency exchange contracts outstanding as of June 30, 2013:
| | | | | | | | |
| | Monthly Average Notional Amount | | | Notional Amount Outstanding at June 30, 2013 | |
Futures contracts sold | | $ | 383,172,750 | | | $ | 615,320,578 | |
Futures contracts purchased | | | 2,201,063,701 | | | | 1,815,886,348 | |
Credit default swap agreements | | | 389,400,572 | | | | 313,356,392 | |
Total return swap agreements | | | 48,261,354 | | | | 58,280,060 | |
Forward foreign currency exchange contracts | | | 159,228,341 | | | | 373,771,123 | |
43
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
(g) INVESTMENT INCOME
For investments in securities, dividend income is recorded on the ex-dividend date, net of withholding taxes. Interest income is recorded as earned on the accrual basis and includes amortization of premiums or accretion of discounts.
(h) 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; offering costs; expenses of meetings of the partners; directors fees; all costs with respect to communications to partners; transfer taxes, offshore withholding 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.
(i) INCOME TAXES
The Master Fund is organized and operates as a limited partnership and is not subject to income taxes as a separate entity. Such taxes are the responsibility of the individual partners. Accordingly, no provision for income taxes has been made in the Master Fund’s financial statements. Investments in foreign securities may result in foreign taxes being withheld by the issuer of such securities. For U.S. offshore withholding tax, the Master Fund may serve as withholding agent for its offshore feeder funds.
For the current open tax year and for all major jurisdictions, management of the Master Fund has evaluated the 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 Master Fund upon challenge 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. For the six months ended June 30, 2013, the Master Fund did not recognize any amounts for unrecognized tax benefit/expense. A reconciliation of unrecognized tax benefit/expense is not provided herein, as the beginning and ending amounts of unrecognized tax benefit/expense are zero, with no interim additions, reductions or settlements. Tax positions taken in tax years which remain open under the statute of limitations (generally three years for federal income tax purposes) are subject to examination by tax authorities.
(j) USE OF ESTIMATES
The preparation of the financial statements in accordance with U.S. 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 and such differences may be significant.
44
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
(3) FAIR VALUE MEASUREMENTS
The Master Fund defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions.
The inputs used to determine the fair value of the Master Fund’s investments are summarized in the three broad levels listed below:
| • | | Level 1—unadjusted quoted prices in active markets for identical assets |
| • | | Level 2—investments with other significant observable inputs or investments that can be fully redeemed at the NAV in the “near term” |
| • | | Level 3—investments with significant unobservable inputs (including the Master Fund’s own assumptions in determining the fair value of investments) or investments that cannot be fully redeemed at the NAV in the “near term”; these are investments that generally have one or more of the following characteristics: gated redemptions, suspended redemptions, or have lock-up periods greater than quarterly (or monthly for underlying investments where the Master Fund owns more than 25% of the Investment Fund’s total net assets). |
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.
The Master Fund establishes valuation processes and procedures to ensure that the valuation techniques for investments categorized within Level 3 of the fair value hierarchy are fair, consistent, and appropriate. The Adviser is responsible for developing the Master Fund’s written valuation processes and procedures, conducting periodic reviews of the valuation policies, and evaluating the overall fairness and consistent application of the valuation policies. The Board Valuation Committee has authorized the Adviser to oversee the implementation of the Board approved valuation procedures by the Administrator. The Adviser Valuation Committee is comprised of various Master Fund personnel, which include members from the Master Fund’s portfolio management and operations groups. The Adviser Valuation Committee meets monthly or as needed, to determine the valuations of the Master Fund’s Level 3 investments. The valuations are required to be supported by market data, industry accepted third party valuation models, or other methods the Adviser Valuation Committee deems to be appropriate, including the use of internal proprietary valuation models.
The following is a summary categorization, as of June 30, 2013, 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 | | | Total | |
| | Investments | | | Other Financial Instruments^ | | | Investments | | | Other Financial Instruments^ | | | Investments | | | Investments | | | Other Financial Instruments^ | |
Investment Funds | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Limited Partnerships, Exempted Limited | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Partnerships and Limited Liability Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Arbitrage Strategies | | $ | — | | | $ | — | | | $ | 63,976,778 | | | $ | — | | | $ | 189,235,632 | | | $ | 253,212,410 | | | $ | — | |
45
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | Investments | | | Other Financial Instruments^ | | | Investments | | | Other Financial Instruments^ | | | Investments | | | Investments | | | Other Financial Instruments^ | |
Domestic Equity | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 77,108,377 | | | $ | 77,108,377 | | | $ | — | |
Energy | | | — | | | | — | | | | 47,691,597 | | | | — | | | | 174,459,783 | | | | 222,151,380 | | | | — | |
Enhanced Fixed Income | | | — | | | | — | | | | 61,046,999 | | | | — | | | | 161,072,652 | | | | 222,119,651 | | | | — | |
Global Opportunistic | | | — | | | | — | | | | 117,375,901 | | | | — | | | | 169,056,399 | | | | 286,432,300 | | | | — | |
International Equity | | | — | | | | — | | | | 4,911,328 | | | | — | | | | 51,452,161 | | | | 56,363,489 | | | | — | |
Natural Resources | | | — | | | | — | | | | — | | | | — | | | | 27,024,472 | | | | 27,024,472 | | | | — | |
Private Equity | | | — | | | | — | | | | — | | | | — | | | | 685,319,192 | | | | 685,319,192 | | | | — | |
Real Estate | | | — | | | | — | | | | — | | | | — | | | | 184,975,487 | | | | 184,975,487 | | | | — | |
Passive Foreign Investment Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Arbitrage Strategies | | | — | | | | — | | | | 797,461 | | | | — | | | | 24,150,995 | | | | 24,948,456 | | | | — | |
International Equity | | | — | | | | — | | | | — | | | | — | | | | 712,745 | | | | 712,745 | | | | — | |
Natural Resources | | | — | | | | — | | | | — | | | | — | | | | 7,716,431 | | | | 7,716,431 | | | | — | |
Private Corporations | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Real Estate | | | — | | | | — | | | | — | | | | — | | | | 17,017,424 | | | | 17,017,424 | | | | — | |
Investment Securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Stocks | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Health Care | | | 113,187 | | | | — | | | | — | | | | — | | | | — | | | | 113,187 | | | | — | |
Registered Investment Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Money Market Funds | | | 23,520,718 | | | | — | | | | — | | | | — | | | | — | | | | 23,520,718 | | | | — | |
Derivative Instruments | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Call Options Purchased | | | — | | | | — | | | | 17,547,604 | | | | — | | | | — | | | | 17,547,604 | | | | — | |
Warrants Purchased | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Global Opportunistic | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Futures Contracts | | | — | | | | (16,946,050 | ) | | | — | | | | — | | | | — | | | | — | | | | (16,946,050 | ) |
Total Return Swap Agreements | | | — | | | | — | | | | — | | | | 25,508 | | | | — | | | | — | | | | 25,508 | |
Forward Foreign Currency Exchange Contracts | | | — | | | | — | | | | — | | | | (2,474,489 | ) | | | — | | | | — | | | | (2,474,489 | ) |
Credit Default Swap Agreements | | | — | | | | — | | | | — | | | | (7,758,267 | ) | | | — | | | | — | | | | (7,758,267 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 23,633,905 | | | $ | (16,946,050 | ) | | $ | 313,347,668 | | | $ | (10,207,248 | ) | | $ | 1,769,301,750 | | | $ | 2,106,283,323 | | | $ | (27,153,298 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
^ | Other financial instruments include any derivative instruments not reflected in the Schedule of Investments as Investments in Securities, such as futures contracts, swap agreements and forward foreign currency exchange contracts. These financial instruments are generally recorded in the financial statements at the unrealized gain or loss on the financial instrument. |
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, may be classified as Level 1 or Level 2 investments.
46
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
The following table is a summary of quantitative information about significant unobservable valuation inputs approved by the Adviser Valuation Committee for Level 3 Fair Value Measurements for investments held as of June 30, 2013:
| | | | | | | | | | | | |
| | Fair Value as of June 30, 2013 | | | Valuation Technique | | Liquidity of Investments | | Adjustments To NAV** | |
Investments | | | | | | | | | | | | |
Limited Partnerships, Exempted Limited | | | | | | | | | | | | |
Partnerships and Limited Liability Companies | | | | | | | | | |
Arbitrage Strategies | | $ | 189,235,632 | | | NAV as Practical Expedient* | | Quarterly or Greater | | | None | |
Domestic Equity | | | 77,108,377 | | | NAV as Practical Expedient * | | Quarterly or Greater | | | None | |
Energy | | | 174,459,783 | | | NAV as Practical Expedient * | | N/A | | | None | |
Enhanced Fixed Income | | | 161,072,652 | | | NAV as Practical Expedient * | | Quarterly or Greater | | | None | |
Global Opportunistic | | | 169,056,399 | | | NAV as Practical Expedient * | | Monthly or Greater | | | None | |
International Equity | | | 51,452,161 | | | NAV as Practical Expedient * | | Quarterly or Greater | | | None | |
Natural Resources | | | 27,024,472 | | | NAV as Practical Expedient * | | N/A | | | None | |
Private Equity | | | 685,319,192 | | | NAV as Practical Expedient * | | N/A | | | None | |
Real Estate | | | 184,975,487 | | | NAV as Practical Expedient * | | N/A | | | None | |
Passive Foreign Investment Companies | | | | | | | | | | | | |
Arbitrage Strategies | | | 24,150,995 | | | NAV as Practical Expedient * | | N/A | | | None | |
International Equity | | | 712,745 | | | NAV as Practical Expedient * | | N/A | | | None | |
Natural Resources | | | 7,716,431 | | | NAV as Practical Expedient * | | N/A | | | None | |
Private Corporations | | | | | | | | | | | | |
Real Estate | | | 17,017,424 | | | NAV as Practical Expedient * | | N/A | | | None | |
| | | | | | | | | | | | |
Total Investments | | $ | 1,769,301,750 | | | | | | | | | |
| | | | | | | | | | | | |
* | Unobservable valuation input. |
** | Amounts represent adjustments, if any, made to NAV provided by the investment manager or administrator of the Investment Funds. Adjustments to the practical expedient NAV may be made under certain circumstances including, but not limited to, the following: the practical expedient NAV received is not as of the Master Fund’s measurement date; it is probable that the Investment Fund will be sold at a value significantly different than the reported expedient NAV; it is determined by the Board Valuation Committee that the Investment Fund is not being valued at fair value by the Investment Fund manager. |
47
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
The Master Fund discloses transfers between levels based on valuations at the end of the reporting period. Transfers that occurred between Levels 2 and 3 during the six months ended June 30, 2013, based on levels assigned to Investments on December 31, 2012, are included in the table below. The following is a reconciliation of Level 3 investments based upon the inputs used to determine fair value:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investments | |
| | Balance as of December 31, 2012 | | | Transfers In* | | | Gross Purchases | | | Gross Sales** | | | Net Realized Gain (Loss) | | | Change in Unrealized Appreciation/ Depreciation | | | Balance as of June 30, 2013 | |
Investments | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Limited Partnerships, Exempted Limited | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Partnerships and Limited Liability Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Arbitrage Strategies | | $ | 125,266,503 | | | $ | — | | | $ | 75,000,000 | | | $ | (12,815,262) | | | $ | (2,120,281) | | | $ | 3,904,672 | | | $ | 189,235,632 | |
Domestic Equity | | | 89,660,048 | | | | — | | | | 5,120 | | | | (17,605,375) | | | | (4,607,483) | | | | 9,656,067 | | | | 77,108,377 | |
Energy | | | 159,143,681 | | | | — | | | | 12,357,378 | | | | (9,639,882) | | | | 5,411,223 | | | | 7,187,383 | | | | 174,459,783 | |
Enhanced Fixed Income | | | 199,052,762 | | | | 34,318,984 | | | | 10,220,979 | | | | (90,390,512) | | | | 17,607,552 | | | | (9,737,113) | | | | 161,072,652 | |
Global Opportunistic | | | 274,309,743 | | | | — | | | | 125,322,404 | | | | (222,605,984) | | | | 70,997,314 | | | | (78,967,078) | | | | 169,056,399 | |
International Equity | | | 49,713,569 | | | | — | | | | — | | | | (859,184) | | | | (1,726,574) | | | | 4,324,350 | | | | 51,452,161 | |
Natural Resources | | | 29,024,662 | | | | — | | | | 743,986 | | | | (1,546,445) | | | | 626,986 | | | | (1,824,717) | | | | 27,024,472 | |
Private Equity | | | 681,514,504 | | | | — | | | | 29,284,697 | | | | (56,888,555) | | | | 14,443,243 | | | | 16,965,303 | | | | 685,319,192 | |
Real Estate | | | 185,296,050 | | | | — | | | | 11,770,677 | | | | (19,127,215) | | | | 2,287,232 | | | | 4,748,743 | | | | 184,975,487 | |
Passive Foreign Investment Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Arbitrage Strategies | | | 32,253,834 | | | | — | | | | — | | | | (8,641,279) | | | | 2,142,650 | | | | (1,604,210) | | | | 24,150,995 | |
International Equity | | | 819,194 | | | | — | | | | — | | | | (99,507) | | | | 37,515 | | | | (44,457) | | | | 712,745 | |
Natural Resources | | | 8,910,279 | | | | — | | | | — | | | | (251,975) | | | | 45,844 | | | | (987,717) | | | | 7,716,431 | |
Private Equity | | | 3,000,000 | | | | — | | | | — | | | | (3,750,000) | | | | (6,250,000) | | | | 7,000,000 | | | | — | |
Private Corporations | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Real Estate | | | 19,111,732 | | | | — | | | | 344,743 | | | | (1,853,720) | | | | — | | | | (585,331) | | | | 17,017,424 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Investments | | $ | 1,857,076,561 | | | $ | 34,318,984 | | | $ | 265,049,984 | | | $ | (446,074,895) | | | $ | 98,895,221 | | | $ | (39,964,105) | | | $ | 1,769,301,750 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
* | Transfers from Level 2 to Level 3 in the fair value hierarchy generally relate to liquidity provisions of the Investment Funds. |
** | Includes Return of Capital and Capital Gain Distributions. |
The net realized gain (loss) and change in unrealized appreciation/depreciation in the table above are reflected in the accompanying Statement of Operations. The change in unrealized appreciation/depreciation from Level 3 investments held at June 30, 2013, is $(31,005,830).
The Master Fund is permitted to invest in alternative investments that do not have a readily determinable fair value. For an investment that does not have a readily determinable fair value, the Master Fund uses the NAV reported by the Investment Fund as a practical expedient, without further adjustments, unless it is probable that the investment will be sold at a value significantly different than the NAV. If the practical expedient NAV is not as of the reporting entity’s measurement date, then the reported NAV is adjusted to reflect any significant events that would materially affect the value of the security and the NAV of the Master Fund as of the valuation date.
Certain Investment Funds in which the Master Fund invests have limitations on liquidity which may result in limitations on redemptions including, but not limited to, early redemption fees. Other than Investment Funds that are self-liquidating, such as Private Equity and some Energy, Natural Resources and Real Estate Funds, the
48
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
Investment Funds in which the Master Fund invests have withdrawal rights ranging from monthly to annually, after a notice period, usually for a period of up to two years from the date of the initial investment or an additional investment. A listing of the investments held by the Master Fund and their attributes as of June 30, 2013, that may qualify for this valuation approach is shown in the table below.
| | | | | | | | | | | | | | | | | | | | | | |
Investment Category | | Investment Strategy | | Fair Value (in 000s) | | | Unfunded Commitments (in 000s) | | | Remaining Life * | | Redemption Frequency* | | | Notice Period (in Days)* | | | Redemption Restrictions and Terms* |
Arbitrage Strategies(a) | | Investments in a variety of securities with the intent of profiting from relative changes in the price of a set of securities, currencies or commodities. | | $ | 278,161 | | | | N/A | | | N/A | | | Quarterly | | | | 30-90 | | | 0-2 years; up to 9% early redemption fee |
Domestic Equity(b) | | Investments in equity securities issued by U.S. companies. | | | 77,108 | | | | N/A | | | N/A | | | Quarterly | | | | 45-120 | | | 0-3 years; up to 5% early redemption fee; possible 20% investor level gate |
Energy(c) | | Investments in securities issued by companies in the energy sector. | | | 222,151 | | | $ | 86,850 | | | up to 15 years | | | N/A | | | | N/A | | | 0-15 years |
Enhanced Fixed Income(d) | | Investments in non- traditional fixed income securities. | | | 222,120 | | | | N/A | | | N/A | | | Quarterly | | | | 30-120 | | | 0-3 years; up to 6% early redemption fee; possible 8% investor level gate |
Global Opportunistic(e) | | Investments in a variety of global markets across all security types. | | | 286,432 | | | | N/A | | | N/A | | | Quarterly | | | | 45-90 | | | 0-3 years; up to 6% early redemption fee; possible 25% investor level gate |
International Equity(f) | | Investments in equity securities issued by foreign companies. | | | 57,076 | | | | N/A | | | N/A | | | Quarterly | | | | 60 | | | 0-2 years; up to 2% early redemption fee; possible 25% investor level gate |
Natural Resources(g) | | Investments with exposure to non-energy natural resources. | | | 34,741 | | | | 9,212 | | | up to 10 years | | | N/A | | | | N/A | | | 0-10 years
|
Private Equity(h) | | Investments in nonpublic companies. | | | 685,320 | | | | 214,434 | | | up to 10 years | | | N/A | | | | N/A | | | 0-10 years
|
Real Estate(i) | | Investments in REITs, private partnerships, and various real estate related mortgage securities. | | | 201,993 | | | | 55,912 | | | up to 10 years | | | N/A | | | | N/A | | | 0-10 years
|
| | | | | | | | | | | | | | | | | | | | | | |
| | | | $ | 2,065,102 | | | $ | 366,408 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
* | The information summarized in the table above represents the general terms for the specified asset class. Individual Investment Funds may have terms that are more or less restrictive than those terms indicated for the asset class as a whole. In addition, most Investment Funds have the flexibility, as provided for in their constituent documents, to modify and waive such terms. |
(a) | This category includes Investment Funds that invest using two primary Styles (Event-Driven and Relative Value). Event-Driven strategies typically will include investments in common and preferred equities and |
49
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
| various types of debt (often based on the probability that a particular event will occur). These may include distressed or Special Situations investments (securities of companies that are experiencing difficult business situations). Relative Value strategies may include long and short positions in common and preferred equity, convertible securities, and various forms of senior and junior (typically unsecured) debt. Investments under this style may also include index options, options on futures contracts, and other derivatives. |
(b) | This category includes Investment Funds that invest primarily in publicly-traded equity securities issued by U.S. companies. These securities will typically trade on one of the major U.S. stock exchanges. Investment Funds in this category may include long/short funds, mutual funds and exchange-traded funds. |
(c) | This category includes Investment Funds that invest primarily in publicly-traded securities issued by companies in the energy sector, private investments in energy-related assets or companies, and futures in energy commodity markets. The Investment Funds include private funds which may hold long/ short equities, commodity trading advisers (“CTAs”) trading contracts on energy related commodities, mutual funds or exchange-traded funds, and private partnerships with private investments in their portfolios. |
(d) | This category includes Investment Funds that invest primarily in the following sectors: secured leveraged loans, high yield bonds, distressed debt, structured credit, and global debt (typically less efficient areas of the global fixed income markets than traditional fixed income strategies). Generally these sectors may be heavily weighted to certain industries such as telecom and technology with lower credit rating ranges (including leveraged buyouts), may include distressed debt strategies and may include restricted securities and securities that may not be registered for which a market may not be readily available. |
(e) | This category includes Investment Funds that invest in global markets and across all security types including equities, fixed income, derivatives, commodities, currencies, futures, and exchange-traded funds. Investment Funds in this category are typically private funds and may include global long/short equity funds, global macro funds, and CTA’s. |
(f) | This category includes Investment Funds that invest primarily in publicly-traded equity securities issued by foreign companies or securities issued on U.S. stock exchanges that represent ownership of a foreign corporation. Investment Funds in this category may include long/ short funds, mutual funds, and exchange-traded funds. |
(g) | This category includes Investment Funds that invest primarily in assets with exposure to non-energy natural resources, including gold and other precious metals, industrial metals, and agricultural commodities. The Investment Funds may include private funds invested in long/ short equities; CTA’s trading contracts on agricultural commodities, mutual funds and exchange-traded funds, and private partnerships with private investments in their portfolios. |
(h) | This category includes private equity funds that invest primarily in non-publicly traded companies in need of capital. These Investment Funds may vary widely as to sector, size, stage, duration, and liquidity. Certain of these Investment Funds may also focus on the secondary market, buying interests in existing private equity funds, often at a discount. |
(i) | This category includes Investment Funds that invest in registered investment companies or managers that invest in real estate trusts (commonly known as “REITs”) and private partnerships that make investments in income producing properties, raw land held for development or appreciation, and various types of mortgage loans and common or preferred stock whose operations involve real estate. |
(4) 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, or the securities laws of any state. The Master Fund
50
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
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 partners’ capital of the Master Fund, including any 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. The Adviser generally recommends 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 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.
(5) INVESTMENTS IN PORTFOLIO SECURITIES
(a) INVESTMENT ACTIVITY
As of June 30, 2013, the Master Fund held investments in Investment Funds, securities and other derivatives. 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 of up to 3.0% annually of monthly average net assets. In addition, many Investment Funds also provide for performance incentive fees/allocations of up to 30% of an Investment Fund’s net profits, although it is possible that such ranges may be exceeded for certain investment managers. These management fees and incentive fees are in addition to the management fees charged by the Master Fund.
For the six months ended June 30, 2013, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were $257,767,685 and $965,940,355, respectively.
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, or a combination thereof.
51
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
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 well after year end. The Master Fund’s book cost as of June 30, 2013, was $1,924,852,463, resulting in accumulated net unrealized appreciation of $181,430,860 consisting of $365,607,011 in gross unrealized appreciation and $184,176,151 in gross unrealized depreciation.
During the six months ended June 30, 2013, certain investments were received through a transfer in-kind in connection with the redemption of certain investments. The fair value of these investments transferred-in-kind, related cost and realized gain (loss) were as follows:
| | | | | | | | | | | | | | | | |
Investments Redeemed | | Fair Value | | | Cost | | | Realized Gain (Loss) on Transfers In-Kind | | | Investments Received | |
Passport II, L.P. | | $ | 566,761 | | | $ | 484,754 | | | $ | 82,007 | | | | Passport Global Strategies III, Ltd. | |
| | | | | | | | | | | | | | | | |
| | $ | 566,761 | | | $ | 484,754 | | | $ | 82,007 | | | | | |
| | | | | | | | | | | | | | | | |
(b) INVESTMENT FUND LIQUIDITY
Certain Investment Funds in which the Master Fund invests have restrictions on liquidity which may result in limitations or restrictions on redemptions including, but not limited to, lock-ups, notice periods and early redemption fees. The Master Fund’s investments are grouped in three categories of liquidity, as determined by the Adviser. To better manage the Master Fund’s liquidity, the Adviser has also structured the portfolio’s capital into the liquidity categories listed below. The categories and percent of investments in each are as follows at June 30, 2013:
| | | | | | |
Liquidity Categories* | | Total Percentage of Capital Invested Allowed, per Category | | Percentage of Investments, per Category | | Withdrawal Rights |
Category 1 Assets(a) | | 10.00%-100.00% (b) | | 53.9% | | Securities and derivatives activity or Investment Funds that settle three business days after trade date (“T+3”) and that have at least quarterly withdrawal rights and not more than a one-year lock-up period remaining. |
Category 2 Assets(c) | | 0.00%-100.00% (b) | | 5.6% | | Investment Funds that allow for periodic withdrawals at the time of investment but do not meet the qualifications for Category 1 Assets due to frequency of redemptions allowed or extended lock-up periods remaining. |
52
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
| | | | | | |
Liquidity Categories* | | Total Percentage of Capital Invested Allowed, per Category | | Percentage of Investments, per Category | | Withdrawal Rights |
Category 3 Assets(d) | | 0.00%-25.00%(b) | | 40.5%** | | Investment Funds that are self-liquidating (e.g., private equity funds), or that otherwise fail to meet the definition of Category 1 or 2 Assets. Also includes Investment Funds that only make distributions as the underlying portfolio’s assets or investments are liquidated (i.e., the investor in such Investment Funds does not have the right to request withdrawals on any specified periodic basis). |
| | | | | | |
| | | | 100.00% | | |
| | | | | | |
* | The expiration or implementation of lock-up periods on Master Fund investments in an Investment Fund could result in such investments moving from one liquidity category to another. |
** | If at the end of any calendar quarter the Master Fund is not in compliance with the weighting of Category 3 Assets, the Master Fund will endeavor to bring its portfolio back into compliance with these requirements, taking into consideration the best interests of all investors, and during such time will not commit any additional capital to Category 3 Assets. During such time, the Master Fund may fund existing capital commitments to Investment Funds comprising Category 3 Assets. The Master Fund’s portfolio currently is above the desired weighting in Category 3 Assets. The Master Fund is currently funding existing capital commitments to Investment Funds comprising Category 3 Assets, but is not currently committing additional capital to Category 3 Assets. |
(a) | Category 1 Assets are defined as cash, money market funds, and exchange-traded securities including, but not limited to equities, bonds, notes, mutual funds, ETFs, options (including OTC), and derivatives. Investment Funds with investor-level gates, fund-level gates, redemption fees and/or penalties, sidepockets and/or special purpose vehicles housing less liquid investments may be included in this category as long as they have at least quarterly withdrawal rights with a year or less lockup remaining. |
(b) | The Master Fund may not have less than 10% of its capital invested in cash and securities with T+3 liquidity, which are included in Category 1 Assets, or more than 25% of its capital invested in Category 3 Assets, with all remaining capital invested in Category 1 Assets or Category 2 Assets. |
(c) | Category 2 Assets also may have investor-level gates, fund-level gates, redemption fees and/or penalties, sidepockets and/or special purpose vehicles housing less liquid investments. Sidepockets and/or special purpose vehicles (and any similar interest or investments, including certain types of distributions in-kind) remaining upon redemption from an Investment Fund categorized as Category 1 Assets or Category 2 Assets (collectively, “Residual Interests”), shall also each be conclusively deemed to be Category 2 Assets unless the Adviser reasonably concludes that the majority of such Residual Interests will not become liquid within three years, in which case the Adviser will categorize such Residual Interests as Category 3 Assets. |
53
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
(d) | Category 3 Assets may include, without limitation, private equity funds, real estate funds, or natural resources or energy funds that only make distributions when an investment is monetized or generates cash flow through distributions, dividends, etc. This category will be calculated as the lesser of: (a) the amount of called and invested capital or (b) the fair value of the interests in such Investment Funds. Any standard and customary audit hold-backs which remain after redeeming from an Investment Fund included in Category 1 Assets or Category 2 Assets will be classified as Category 1 Assets. Any other holdings which remain (e.g., “sidepockets” and/or other Residual Interests) will be classified as Category 2 Assets if the Adviser reasonably concludes that the majority of such holdings will become liquid within three years; otherwise, such holdings will be classified as Category 3 Assets. |
(c) AFFILIATED INVESTMENT FUNDS
At June 30, 2013, the Master Fund’s investments in certain Investment Funds were deemed to be investments in affiliated issuers under the 1940 Act, primarily because the Master Fund owns 5% or more of the Investment Funds’ total net assets. The activity resulting from investments in these Investment Funds, including interest and dividend income as well as realized gains and losses, is identified in the Statement of Operations as transactions with affiliated investments. A listing of these affiliated Investment Funds (including activity during the six months ended June 30, 2013) is shown below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | For the Period 1/1/2013 through 6/30/2013 | | | Fair Value 6/30/2013 | | | For the Period 1/1/2013 through 6/30/2013 | |
Investment Funds | | Shares 12/31/2012 | | | Shares 6/30/2013 | | | Fair Value 12/31/2012 | | | Redemptions In-Kind | | | Cost of Purchases | | | Cost of Sales* | | | Realized Gain (Loss) on Investments | | | Change in Unrealized Appreciation/ Depreciation | | | | Interest/ Dividend Income | |
Atlas Institutional Fund, LLC | | | | | | | | | | $ | 27,572,983 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 875,156 | | | $ | 28,448,139 | | | $ | — | |
BDCM Partners I, L.P. | | | | | | | | | | | 52,228,921 | | | | — | | | | 7,628,476 | | | | (19,322,706) | | | | 1,739,209 | | | | 1,229,790 | | | | 43,503,690 | | | | — | |
Blue Mountain Credit Alternatives Fund, L.P. | | | | | | | | | | | — | | | | — | | | | 75,000,000 | | | | — | | | | — | | | | 1,542,195 | | | | 76,542,195 | | | | — | |
Catterton Growth Partners, L.P. | | | | | | | | | | | 13,358,969 | | | | — | | | | 357,538 | | | | — | | | | — | | | | 3,326,917 | | | | 17,043,424 | | | | — | |
CCM Small Cap Value Qualified Fund, L.P. | | | | | | | | | | | 15,016,101 | | | | — | | | | — | | | | (7,721,715) | | | | (6,343,837) | | | | 4,420,384 | | | | 5,370,933 | | | | — | |
CRC Credit Fund Ltd. | | | 113,729 | | | | 107,250 | | | | 32,253,833 | | | | — | | | | — | | | | (8,641,279) | | | | 2,142,650 | | | | (1,604,209) | | | | 24,150,995 | | | | — | |
Credit Distressed Blue Line Fund, L.P. | | | | | | | | | | | 23,635,066 | | | | — | | | | — | | | | — | | | | — | | | | (4,908,438) | | | | 18,726,628 | | | | — | |
CX Partners Fund Limited | | | | | | | | | | | 13,201,649 | | | | — | | | | 3,961,910 | | | | — | | | | — | | | | (1,570,062) | | | | 15,593,497 | | | | — | |
Dace Ventures I, L.P. | | | | | | | | | | | 1,633,643 | | | | — | | | | 90,760 | | | | — | | | | — | | | | (123,571) | | | | 1,600,832 | | | | — | |
Encap Energy Infrastructure TE Feeder, L.P. | | | | | | | | | | | 5,883,315 | | | | — | | | | 500,985 | | | | (469,527) | | | | 447,426 | | | | (258,612) | | | | 6,103,587 | | | | 60,962 | |
Falcon Edge Global, L.P. | | | | | | | | | | | 50,076,564 | | | | — | | | | — | | | | (13,620,579) | | | | 1,123,961 | | | | 3,281,789 | | | | 40,861,735 | | | | — | |
Florida Real Estate Value Fund, L.P. | | | | | | | | | | | 8,267,040 | | | | — | | | | — | | | | (2,729,257) | | | | 283,907 | | | | 1,771,311 | | | | 7,593,001 | | | | — | |
Fortelus Special Situations Fund, L.P. | | | | | | | | | | | 8,370,867 | | | | — | | | | — | | | | (3,182,044) | | | | (915,899) | | | | 775,386 | | | | 5,048,310 | | | | — | |
Forum European Realty Income III, L.P. | | | | | | | | | | | 14,498,808 | | | | — | | | | 982,666 | | | | — | | | | — | | | | 792,599 | | | | 16,274,073 | | | | — | |
Garrison Opportunity Fund, LLC | | | | | | | | | | | 23,376,632 | | | | — | | | | — | | | | (2,254,545) | | | | — | | | | 1,799,219 | | | | 22,921,306 | | | | — | |
GTIS Brazil Real Estate Fund (Brazilian Real), L.P. | | | | | | | | | | | 23,955,679 | | | | — | | | | — | | | | — | | | | — | | | | 2,763,567 | | | | 26,719,246 | | | | — | |
54
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | For the Period 1/1/2013 through 6/30/2013 | | | Fair Value 6/30/2013 | | | For the Period 1/1/2013 through 6/30/2013 | |
Investment Funds | | Shares 12/31/2012 | | | Shares 6/30/2013 | | | Fair Value 12/31/2012 | | | Redemptions In-Kind | | | Cost of Purchases | | | Cost of Sales* | | | Realized Gain (Loss) on Investments | | | Change in Unrealized Appreciation/ Depreciation | | | | Interest/ Dividend Income | |
Halcyon European Structured Opportunities Fund, L.P. | | | | | | | | | | $ | 313,229 | | | $ | — | | | $ | — | | | $ | (116,230) | | | $ | (249,754) | | | $ | 153,573 | | | $ | 100,818 | | | $ | — | |
Harbinger Capital Partners Fund I, L.P. | | | | | | | | | | | 26,663,600 | | | | — | | | | — | | | | — | | | | — | | | | 2,049,712 | | | | 28,713,312 | | | | — | |
Hayman Capital Partners, L.P. | | | | | | | | | | | 57,552,275 | | | | — | | | | — | | | | — | | | | — | | | | 6,399,085 | | | | 63,951,360 | | | | — | |
HealthCor Partners Fund, L.P. | | | | | | | | | | | 8,386,656 | | | | — | | | | 77,741 | | | | (1,402,374) | | | | 757,000 | | | | 447,261 | | | | 8,266,284 | | | | — | |
Hillcrest Fund, L.P. | | | | | | | | | | | 11,037,970 | | | | — | | | | — | | | | — | | | | — | | | | 1,264,164 | | | | 12,302,134 | | | | — | |
Hound Partners, L.P. | | | | | | | | | | | 40,528,040 | | | | — | | | | — | | | | — | | | | — | | | | 5,633,694 | | | | 46,161,734 | | | | — | |
Integral Capital Partners VIII, L.P. | | | | | | | | | | | 3,142,555 | | | | — | | | | — | | | | — | | | | — | | | | 169,711 | | | | 3,312,266 | | | | — | |
Intervale Capital Fund, L.P. | | | | | | | | | | | 12,192,477 | | | | — | | | | 135,096 | | | | (493,261) | | | | 493,261 | | | | 1,814,706 | | | | 14,142,279 | | | | 234,937 | |
Investcorp Silverback Arbitrage Fund, LLC | | | | | | | | | | | 17,607,743 | | | | — | | | | — | | | | — | | | | — | | | | 260,981 | | | | 17,868,724 | | | | — | |
Kenmont Onshore Fund, L.P. | | | | | | | | | | | 213,776 | | | | — | | | | — | | | | — | | | | — | | | | 17,577 | | | | 231,353 | | | | — | |
Kepos Alpha Fund, L.P. | | | | | | | | | | | — | | | | — | | | | 125,000,000 | | | | — | | | | — | | | | (16,204,471) | | | | 108,795,529 | | | | — | |
LC Fund IV, L.P. | | | | | | | | | | | 25,438,063 | | | | — | | | | 221,678 | | | | — | | | | — | | | | (4,182,242) | | | | 21,477,499 | | | | — | |
Magnetar Capital Fund, L.P. | | | | | | | | | | | 8,869,901 | | | | — | | | | — | | | | — | | | | — | | | | 1,069,501 | | | | 9,939,402 | | | | — | |
Magnetar SPV, LLC (Series L) | | | | | | | | | | | 13,008,600 | | | | — | | | | — | | | | (9,407,746) | | | | 679,832 | | | | (744,614) | | | | 3,536,072 | | | | — | |
Middle East North Africa Opportunities Fund, L.P. | | | 5,089 | | | | 5,089 | | | | 1,516,120 | | | | — | | | | — | | | | — | | | | — | | | | (325,651) | | | | 1,190,469 | | | | — | |
Monsoon Infrastructure & Realty Co-Investors, L.P. | | | | | | | | | | | 16,036,064 | | | | — | | | | 748,752 | | | | — | | | | — | | | | (1,189,722) | | | | 15,595,094 | | | | — | |
Montrica Global Opportunities Fund, L.P. | | | 33,558 | | | | 31,616 | | | | 1,709,302 | | | | — | | | | — | | | | (148,288) | | | | (45,836) | | | | (619,088) | | | | 896,090 | | | | — | |
Morgan Rio Capital Fund, L.P.** | | | | | | | | | | | 26,137,821 | | | | — | | | | — | | | | (15,000,000) | | | | 4,726,990 | | | | (3,004,841) | | | | 12,859,970 | | | | — | |
Net Lease Private REIT VII, Inc. | | | | | | | | | | | 2,849,373 | | | | — | | | | — | | | | (872,205) | | | | — | | | | — | | | | 1,977,168 | | | | 77,284 | |
Net Lease Private REIT VII-A, Inc. | | | | | | | | | | | 2,849,373 | | | | — | | | | — | | | | (872,205) | | | | — | | | | — | | | | 1,977,168 | | | | 77,284 | |
New Horizon Capital III, L.P. | | | | | | | | | | | 30,360,563 | | | | — | | | | 419,983 | | | | (353,012) | | | | 82,101 | | | | 2,512,335 | | | | 33,021,970 | | | | 70,526 | |
Orbis Real Estate Fund I | | | | | | | | | | | 2,988,770 | | | | — | | | | 22,338 | | | | (205,022) | | | | — | | | | (295,971) | | | | 2,510,115 | | | | — | |
Parmenter Realty Fund IV, L.P. | | | | | | | | | | | 4,066,506 | | | | — | | | | 1,502,353 | | | | — | | | | — | | | | 359,533 | | | | 5,928,392 | | | | 92,276 | |
Passport Global Strategies III, Ltd. | | | 1,211 | | | | 2,244 | | | | 751,847 | | | | 566,761 | | | | — | | | | — | | | | — | | | | (210,234) | | | | 1,108,374 | | | | — | |
Pearlmark Mezzanine Realty Partners III, LLC | | | | | | | | | | | 16,113,000 | | | | — | | | | 703,235 | | | | (2,372,889) | | | | — | | | | (230,421) | | | | 14,212,925 | | | | 659,812 | |
Pennybacker II, L.P. | | | | | | | | | | | 3,726,729 | | | | — | | | | 1,628,528 | | | | (381,847) | | | | 5,993 | | | | 555,139 | | | | 5,534,542 | | | | 128,046 | |
Phoenix Asia Real Estate Investments II, L.P. | | | | | | | | | | | 13,837,318 | | | | — | | | | 652,997 | | | | (4,505,515) | | | | 1,372,792 | | | | 531,050 | | | | 11,888,642 | | | | 12,071 | |
PIPE Equity Partners, L.L.C. | | | | | | | | | | | 18,231,147 | | | | — | | | | — | | | | (2,038,718) | | | | (2,767,201) | | | | 1,281,240 | | | | 14,706,468 | | | | — | |
PIPE Select Fund, L.L.C. | | | | | | | | | | | 34,326,724 | | | | — | | | | — | | | | (726,549) | | | | 21,454 | | | | (347,443) | | | | 33,274,186 | | | | — | |
Private Equity Investment Fund IV, L.P. | | | | | | | | | | | 5,783,277 | | | | — | | | | 180,498 | | | | (425,814) | | | | (232,265) | | | | 244,880 | | | | 5,550,576 | | | | 18,496 | |
55
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | For the Period 1/1/2013 through 6/30/2013 | | | Fair Value 6/30/2013 | | | For the Period 1/1/2013 through 6/30/2013 | |
Investment Funds | | Shares 12/31/2012 | | Shares 6/30/2013 | | Fair Value 12/31/2012 | | | Redemptions In-Kind | | | Cost of Purchases | | | Cost of Sales* | | | Realized Gain (Loss) on Investments | | | Change in Unrealized Appreciation/ Depreciation | | | | Interest/ Dividend Income | |
Private Equity Investment Fund V, L.P.** | | | | | | $ | 38,463,168 | | | $ | — | | | $ | 1,722,700 | | | $ | (1,607,929) | | | $ | 761,971 | | | $ | 1,654,711 | | | $ | 40,994,621 | | | $ | 30,038 | |
Providence MBS Fund L.P. | | | | | | | 110,686,933 | | | | — | | | | — | | | | (60,000,000) | | | | 16,568,567 | | | | (13,910,920) | | | | 53,344,580 | | | | — | |
Q Funding III, L.P. | | | | | | | 6,954,231 | | | | — | | | | — | | | | (1,586,081) | | | | 256,961 | | | | 3,820 | | | | 5,628,931 | | | | — | |
Saints Capital VI, L.P. | | | | | | | 19,331,961 | | | | — | | | | 139,432 | | | | (950,513) | | | | 502,526 | | | | (263,405) | | | | 18,760,001 | | | | — | |
SBC Latin America Housing US Fund, L.P. | | | | | | | 4,390,948 | | | | — | | | | 1,393,000 | | | | — | | | | — | | | | 624,033 | | | | 6,407,981 | | | | — | |
Sovereign Capital Limited Partnership III | | | | | | | 8,448,021 | | | | — | | | | 1,900,772 | | | | — | | | | — | | | | (734,702) | | | | 9,614,091 | | | | — | |
Trivest Fund IV, L.P. | | | | | | | 18,805,260 | | | | — | | | | 3,886,230 | | | | (2,067,571) | | | | — | | | | 878,250 | | | | 21,502,169 | | | | 982,749 | |
Trustbridge Partners II, L.P. | | | | | | | 18,128,802 | | | | — | | | | — | | | | — | | | | — | | | | 798,691 | | | | 18,927,493 | | | | — | |
Trustbridge Partners III, L.P. | | | | | | | 30,761,365 | | | | — | | | | 250,120 | | | | (4,242,572) | | | | 1,904,565 | | | | (3,853,729) | | | | 24,819,749 | | | | 210,557 | |
Tuckerbrook SB Global Distressed Fund I, L.P. | | | | | | | 5,734,262 | | | | — | | | | — | | | | (575,000) | | | | — | | | | 700,707 | | | | 5,859,969 | | | | — | |
Tybourne Equity (U.S.) Fund | | | | | | | 41,247,237 | | | | — | | | | — | | | | — | | | | — | | | | 1,976,623 | | | | 43,223,860 | | | | — | |
Velite Energy, L.P. | | | | | | | 52,142,437 | | | | — | | | | — | | | | — | | | | — | | | | (4,450,840) | | | | 47,691,597 | | | | — | |
Westview Capital Partners II, L.P. | | | | | | | 20,785,579 | | | | — | | | | 311,119 | | | | — | | | | — | | | | 2,682,425 | | | | 23,779,123 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | $ | 1,095,449,093 | | | $ | 566,761 | | | $ | 229,418,907 | | | $ | (168,292,993) | | | $ | 23,316,374 | | | $ | (2,371,471) | | | $ | 1,178,086,671 | | | $ | 2,655,038 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
* | Sales include return of capital. |
** | Voting rights have been waived for this investment. |
(6) 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 its investment in, or commitment to, such Investment Funds. In addition, the Master Fund may invest directly in derivative securities or other financial instruments to gain greater or lesser exposure to a particular asset class.
(7) 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.
56
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
(8) ADMINISTRATION AGREEMENT
In consideration for administrative, accounting, and recordkeeping services, the Master Fund pays the Administrator a monthly administration fee based on the month-end partners’ capital of the Master Fund. The Master Fund is charged, on an annual basis, 6 basis points on partners’ capital of up to $2 billion, 5 basis points on partners’ capital between the amounts of $2 billion and $5 billion, 2 basis points on partners’ capital between the amounts of $5 billion and $15 billion, and 1.25 basis points for amounts over $15 billion. The administration fee is payable monthly in arrears. The Administrator also provides the Master Fund with legal, compliance, transfer agency, and other investor related services at an additional cost.
The administration fees are paid out of the Master Fund’s assets, which decreases the net profits or increases the net losses of the partners in the Master Fund. As of June 30, 2013, the Master Fund had $2,696,196,025 in partners’ capital. The total administration fee incurred for the six months ended June 30, 2013, was $870,035.
(9) 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 pays the Adviser an investment management fee (the “Investment Management Fee”), equal to 1.00% on an annualized basis of the Master Fund’s partners’ capital calculated based on the Master Fund’s partners’ capital at the end of each month, payable quarterly in arrears. The Investment Management Fee decreases the net profits or increases 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, 2013, $15,217,806 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. Salient Capital, L.P., an affiliate of the Adviser, is a broker-dealer who has been engaged by the Master Fund to serve as a Placement Agent. 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. As of June 30, 2013, the two largest non-affiliated sub-placement agents service approximately 82.61% of the feeder funds assets which are invested in the Master Fund. To the extent that substantial numbers of investors have a relationship with a particular sub-placement agent, such sub-placement agent may have the ability to influence investor behavior, which may affect the Master Fund.
(10) CREDIT FACILITY
As a fundamental policy, the Master Fund may borrow up to, but not more than, 25% of the partners’ capital 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, 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
57
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
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 which the risk of loss is limited to the Master Fund’s total 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, private energy 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 maintained a line of credit agreement (the “Agreement”) with Deutsche Bank Aktiengesellschaft which provided a $500,000,000 credit facility, with available borrowing capacity subject to collateral allocation ratios as defined in the Agreement. Borrowings under the Agreement were secured by the Master Fund’s investments. The Agreement provided for a commitment fee of 0.65% plus interest accruing on any borrowed amounts at the three-month London Interbank Offered Rate (LIBOR) plus a spread of 1.10% per annum, payable quarterly in arrears. At the discretion of the Master Fund, the Agreement with Deutsche Bank was terminated in May 2013. There were no borrowings during the six months ended June 30, 2013.
(11) FINANCIAL HIGHLIGHTS
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2013 (Unaudited) | | | Year ended December 31, 2012 | | | Year ended December 31, 2011 | | | Year ended December 31, 2010 | | | Year ended December 31, 2009 | | | Year ended December 31, 2008 | |
Net investment loss to average partners’ capital(1) | | | (0.94 | )% | | | (0.81 | )% | | | (0.75 | )% | | | (0.84 | )% | | | (0.95 | )% | | | (1.19 | )% |
Expenses to average partners’ capital(1),(2) | | | 1.39 | % | | | 1.49 | % | | | 1.27 | % | | | 1.19 | % | | | 1.20 | % | | | 1.54 | % |
Portfolio turnover(3) | | | 11.29 | % | | | 20.88 | % | | | 26.72 | % | | | 26.71 | % | | | 27.40 | % | | | 29.19 | % |
Total return(4) | | | (2.00 | )% | | | 2.50 | % | | | (3.18 | )% | | | 9.52 | % | | | 14.96 | % | | | (23.46 | )% |
Partners’ capital, end of period (000s) | | $ | 2,696,196 | | | $ | 3,071,734 | | | $ | 4,301,279 | | | $ | 5,355,785 | | | $ | 5,212,611 | | | $ | 4,663,185 | |
An investor’s return (and operating ratios) may vary from those reflected based on 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) | Expense ratios do not include expenses of acquired funds that are paid indirectly by the Master Fund as a result of its ownership in the underlying funds. Expenses include U.S. offshore withholding tax, which is only allocable to investors investing through the offshore feeder funds. |
(3) | Not annualized for periods less than twelve months. |
(4) | Calculated as geometrically linked monthly returns for each month in the period. Total returns are not annualized for periods less than twelve months. |
58
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
June 30, 2013
(Unaudited)
(12) SUBSEQUENT EVENTS
The Master Fund accepts initial or additional applications for Interests generally as of the first day of the month. Investor subscriptions for Interests totaled approximately $15,004 for July 2013.
On August 13, 2013, the Commodities Futures Trading Commission (“CFTC”) adopted rules to harmonize conflicting Securities and Exchange Commission (the “SEC”) and CFTC disclosure, reporting and recordkeeping requirements for registered investment companies that do not meet an exemption from the definition of commodity pool. The harmonization rules provide that the CFTC will accept the SEC’s disclosure, reporting, and recordkeeping regime as substituted compliance for substantially all of the otherwise applicable CFTC regulations as long as such investment companies meet the applicable SEC requirements.
Previously, in November 2012, the CFTC issued relief for fund of fund operators, including advisers to registered investment companies, that may otherwise be required to register with the CFTC as commodity pool operators but do not have access to information from the investment funds in which they are invested in order to determine whether such registration is required. This relief delayed the registration date for such operators until the later of June 30, 2013 or six months from the date the CFTC issues revised guidance on the application of certain thresholds with respect to investments in commodities held by funds of funds. In December 2012, The Master Fund filed as required with the CFTC in order to claim this no-action relief, which was effective upon receipt of the filing. Although the CFTC now has adopted harmonization rules applicable to investment companies that are deemed to be commodity pools, the CFTC has not yet issued guidance on how fund of funds are to determine whether they are deemed to be commodity pools. As of August 13, 2013, the Master Fund is not considered a commodity pool and continues to rely on the fund of fund no-action relief.
Based on the partners’ capital of the Master Fund, the Adviser recommended to the Board that a tender offer in an amount of up to $142.8 million be made for the quarter ending September 30, 2013 to those partners who elect to tender their Interests prior to the expiration of the tender offer period. The Board approved such recommendation and partners in the Master Fund were notified of a tender offer with an August 21, 2013 expiration date (“Expiration Date”). As of this filing, the amount of partners’ Interests elected to tender was approximately $1.5 billion. The Adviser, in its discretion, will pro rate the amount elected to be tendered in accordance with the Master Fund’s repurchase procedures. The final amount that is accepted by the Master Fund will appear in the next report to partners.
Management of the Master Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no adjustments were required to the financial statements as of June 30, 2013.
59
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information
June 30, 2013
(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 Endowment Registered Fund, L.P., The Endowment Institutional Fund, L.P, and The Endowment Institutional TEI Fund W, L.P., 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 retainer of $38,000, paid quarterly, an annual Board meeting fee of $15,000, a fee of $1,250 per informal Board meeting, a fee of $1,250 per telephonic Board meeting, an annual fee of $4,000 for membership on each committee, an annual fee of $5,000 for the audit committee chairman and $2,500 for each other committee chair, each of which is paid quarterly, and an annual fee of $7,500, paid quarterly, to the Lead Independent Director. There are currently six Independent Directors. In the interest of retaining Independent Directors of the highest 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, 2013:
| | | | | | | | |
Asset Class(1) | | Fair Value | | | % | |
Arbitrage Strategies | | $ | 278,160,866 | | | | 13.21 | |
Domestic Equity | | | 77,108,377 | | | | 3.66 | |
Energy | | | 222,151,380 | | | | 10.55 | |
Enhanced Fixed Income | | | 222,119,651 | | | | 10.55 | |
Global Opportunistic | | | 286,432,300 | | | | 13.60 | |
Health Care | | | 113,187 | | | | 0.01 | |
International Equity | | | 57,076,234 | | | | 2.71 | |
Natural Resources | | | 34,740,903 | | | | 1.65 | |
Private Equity | | | 685,319,192 | | | | 32.52 | |
Real Estate | | | 201,992,911 | | | | 9.59 | |
Call Options Purchased | | | 17,547,604 | | | | 0.83 | |
Money Market Funds | | | 23,520,718 | | | | 1.12 | |
| | | | | | | | |
Total Investments | | $ | 2,106,283,323 | | | | 100.00 | |
| | | | | | | | |
(1) | The complete list of investments included in the following asset class categories is 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
60
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
June 30, 2013
(Unaudited)
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.
Board Consideration of the Investment Management Agreement
At an in-person meeting of the Board held on January 15, 2013 (the “Meeting”), the Board, including the Directors who are not “interested persons” as that term is defined in the Investment Company Act of 1940, as amended (the “Independent Directors”), considered and approved the continuation of the Investment Management Agreement (the “Advisory 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. On January 10, 2013, the Independent Directors met in-person among themselves to review and discuss aspects of these materials, initially with, and later without, representatives of the Adviser being present. At the request of the Independent Directors, on January 10, 2013 and again at the Meeting, the Adviser made extensive presentations regarding the materials and responded to questions from the Independent Directors related to, among other things, portfolio management, the Master Fund’s investment program, 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, other portfolios (including fees) managed by the Adviser and its affiliates, the Adviser’s profitability, and any economies of scale employed by the Adviser. 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, including service fee payments, as well as the information specifically prepared in connection with the renewal process. The Adviser received specific requests of the Independent Directors, and provided final responses to such requests in its materials presented at the Meeting. The Independent Directors also took into consideration the Adviser’s recent management changes and portfolio management adjustments. The Independent Directors were assisted at all times by independent counsel.
Following the Board’s review, the Independent Directors concluded that the Advisory Agreement continues to enable the Master Fund’s partners to obtain high quality services at a cost that is appropriate, reasonable, and in the interests of investors. The Board’s decision to renew the Advisory Agreement was not based on any single
61
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
June 30, 2013
(Unaudited)
factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. Upon consideration of these and other factors, the Board also determined:
The nature, extent and quality of the advisory services provided. With respect to the Advisory Agreement, the Board considered: management changes at the Adviser designed to increase Master Fund performance, the background and experience of key investment personnel; the Adviser’s focus on analysis of complex asset categories; 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 of and interaction with service providers.
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 Advisory Agreement. The Board also concluded that the Adviser would be able to provide during the coming year quality of investment management and related services, and 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 Funds. The Board evaluated the comparative information provided by the Adviser regarding the Master Fund’s investment performance, and 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 Board concluded that the Adviser was taking significant steps to address the Master Fund’s disappointing investment performance on an absolute basis for the period, it being noted that the Master Fund’s investment performance was similar to many other fund-of-funds for the period. On the basis of the Independent Directors’ assessment, the Independent Directors concluded that the 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 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. 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 investors. 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, 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.
The extent to which economies of scale would be realized as the Fund grows and whether fee levels reflect these economies of scale for the benefit of Fund investors. While noting that the management fees will not decrease as the level of Master Fund assets increase, the Board concluded that the management fees reflect the Master Fund’s complex operations, the current economic environment for the Adviser, including its continued investment relating to support and monitoring of the Master Fund, planned changes in investment decision-making, and the competitive nature of the investment company market as relevant to the Master Fund. The Board noted that the decrease in the Master Fund’s assets, relative to steady expenses, results in expenses not spread over as large an asset pool. The Board noted that it would 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, in the future.
62
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
June 30, 2013
(Unaudited)
Benefits (such as soft dollars) to the Adviser from its relationship with the 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 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 continuing and substantial commitment both to the recruitment of high quality personnel, monitoring and investment decision-making and provision of investor service, 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 Independent Directors also concluded that the Adviser continues to make a significant entrepreneurial commitment to the management and success of the Master Fund.
63
THE ENDOWMENT MASTER FUND, L.P.
(A Limited Partnership)
Privacy Policy
The Master Fund recognizes the importance of securing personal financial information. It is our policy to safeguard any personal and financial information that may be entrusted to us. The following is a description of the Master Fund’s policy regarding disclosure of nonpublic personal information.
We collect nonpublic personal information as follows:
We collect information about our investors, including, but not limited to, the investor’s name, address, telephone number, e-mail address, social security number and date of birth. We collect that information from subscription agreements, other forms of correspondence that we receive from investors, from personal conversations and from affiliated entities as permitted by law.
We receive information about investor transactions with us, including, but not limited to, account number, account balance, investment amounts, withdrawal amounts and other financial information.
We are permitted by law to disclose nonpublic information we collect, as described above, to the Master Fund’s service providers, including the Master Fund’s investment adviser, sub-advisers, servicing agent, independent administrator, custodian, legal counsel, accountant and auditor. We do not disclose any nonpublic information about our current or former investors to nonaffiliated third parties, except as required or permitted by law. We restrict access to investor nonpublic personal information to those persons who require such information to provide products or services to investors. We maintain physical, electronic and procedural safeguards that comply with federal standards to guard investors’ nonpublic personal information.
If an investor’s investment relationship with the Master Fund involves a financial intermediary, including, but not limited to, a broker-dealer, bank or trust company, the privacy policy of such investor’s financial intermediary would govern how any nonpublic personal information would be shared by them with nonaffiliated third parties.
64
Independent Directors
Jonathan P. Carroll
Dr. Bernard Harris
Richard C. Johnson
G. Edward Powell
Scott E. Schwinger
Karin B. Bonding
Interested Directors and Officers
A. Haag Sherman, Director
John A. Blaisdell, Director and Co-Principal Executive Officer
Andrew B. Linbeck, Director and Co-Principal Executive Officer
John E. Price, Treasurer and Principal Financial Officer
Adam L. Thomas, Secretary
Paul A. Bachtold, Chief Compliance Officer
Investment Adviser
Endowment Advisers, L.P.
Houston, TX
Fund Administrator and Transfer Agent
Citi Fund Services Ohio, Inc.
Columbus, OH
Custodian
J.P. Morgan Chase Bank, N.A.
Greenwich, CT
Independent Registered Public Accounting Firm
KPMG LLP
Columbus, OH
Legal Counsel
K&L Gates LLP
Boston, MA
![LOGO](https://capedge.com/proxy/N-CSRS/0001193125-13-359504/g571189page011.jpg)
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Schedule of Investments as of the close of the reporting period is included in the report to the shareholders filed under item 1 of this form.
(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.
Item 12. Exhibits.
(a)(1) Not applicable.
(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.
(a)(3) Not applicable.
(a)(4) 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 TEI Fund, L.P. |
| |
By (Signature and Title) | | /s/ John A. Blaisdell |
| | John A. Blaisdell |
| | Co-Principal Executive Officer |
| |
Date: August 26, 2013 | | |
| |
By (Signature and Title) | | /s/ Andrew B. Linbeck |
| | Andrew B. Linbeck |
| | Co-Principal Executive Officer |
| |
Date: August 26, 2013 | | |
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 26, 2013 | | |
| |
By (Signature and Title) | | /s/ Andrew B. Linbeck |
| | Andrew B. Linbeck |
| | Co-Principal Executive Officer |
| |
Date: August 26, 2013 | | |
| |
By (Signature and Title) | | /s/ John E. Price |
| | John E. Price |
| | Principal Financial Officer |
| |
Date: August 26, 2013 | | |