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 811-22940
The Endowment PMF Master 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)
| | With a copy to: |
John A. Blaisdell | | George J. Zornada |
The Endowment Master Fund, L.P. | | K & L Gates LLP |
4265 San Felipe, 8th Floor | | State Street Financial Center |
Houston, TX 77027 | | 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: 12/31/17
Date of reporting period: 12/31/17
Item 1. Reports to Stockholders.
the
Endowment Fund
The Endowment PMF Master Fund, L.P.
Annual Report
December 31, 2017
TABLE OF CONTENTS
The Endowment PMF Master Fund, L.P. | |
Report of Independent Registered Public Accounting Firm | 1 |
Statement of Assets, Liabilities and Partners’ Capital | 2 |
Schedule of Investments | 3 |
Statement of Operations | 8 |
Statements of Changes in Partners’ Capital | 9 |
Statement of Cash Flows | 10 |
Notes to Financial Statements | 11 |
Supplemental Information (Unaudited) | 24 |
Privacy Policy (Unaudited) | 31 |
Report of Independent Registered Public Accounting Firm
To the Partners and Board of Directors
The Endowment PMF Master Fund, L.P.:
Opinion on the Financial Statements
We have audited the accompanying statement of assets, liabilities and partners’ capital of The Endowment PMF Master Fund, L.P. (the “Master Fund”), including the schedule of investments, as of December 31, 2017, the related statements of operations and cash flows for the year then ended, the statements of changes in partners’ capital for each of the years in the two-year period then ended, and the related notes (collectively, the “financial statements”) and the financial highlights for each of the years in the three-year period then ended and the period from March 31, 2014 (commencement of operations) through December 31, 2014. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Master Fund as of December 31, 2017, the results of its operations and cash flows for the year then ended, the changes in its partners’ capital for each of the years in the two-year period then ended, and the financial highlights for each of the years in the three-year period then ended and the period from March 31, 2014 (commencement of operations) through December 31, 2014, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Master Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Master Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of December 31, 2017, by correspondence with the investees. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
We have served as the auditor of one or more Salient investment companies since 2003.
Columbus, Ohio
March 1, 2018
1
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Statement of Assets, Liabilities and Partners’ Capital
December 31, 2017
Assets | | | |
Investments in Investment Funds, at fair value (Cost $410,621,038) | | $ | 426,546,179 | |
Investments in affiliated Investment Funds, at fair value (Cost $332,796,248) | | | 285,380,693 | |
Total investments | | | 711,926,872 | |
Cash and cash equivalents | | | 56,790,230 | |
Receivable from affiliate | | | 96,846 | |
Receivable from investments sold | | | 81,430 | |
Prepaids and other assets | | | 19,859 | |
Total assets | | | 768,915,237 | |
Liabilities and Partners’ Capital | | | | |
Withdrawals payable | | | 37,000,000 | |
Investment Management Fees payable | | | 771,358 | |
Offshore withholding tax payable | | | 465,841 | |
Administration fees payable | | | 125,028 | |
Accounts payable and accrued expenses | | | 434,993 | |
Total liabilities | | | 38,797,220 | |
Partners’ capital | | | 730,118,017 | |
Total liabilities and partners’ capital | | $ | 768,915,237 | |
See accompanying notes to financial statements.
2
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments
December 31, 2017
| | Shares | | | Fair Value | | | % of Partners’ Capital | |
Investments in Investment Funds | | | | | | | | | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies | | | | | | | | | |
Cayman Islands | | | | | | | | | |
Energy (2.62% of Partners’ Capital) | | | | | | | | | |
Sentient Global Resources Fund III, L.P. | | | | | | $ | 10,733,568 | | | | | |
Sentient Global Resources Fund IV, L.P. | | | | | | | 8,379,787 | | | | | |
Private Equity (26.00% of Partners’ Capital) | | | | | | | | | | | | |
ABRY Advanced Securities Fund, L.P. | | | | | | | 308,497 | | | | | |
CX Partners Fund Ltd. (1)(2) | | | | | | | 23,530,000 | | | | | |
Gavea Investment Fund II A, L.P. | | | | | | | 43,409 | | | | | |
Gavea Investment Fund III A, L.P. | | | | | | | 1,544,380 | | | | | |
Hillcrest Fund, L.P. (2) | | | | | | | 1,906,405 | | | | | |
India Asset Recovery Fund L.P. | | | | | | | 90,112 | | | | | |
J.C. Flowers III L.P. (1) | | | | | | | 12,187,906 | | | | | |
LC Fund IV, L.P. (1)(2) | | | | | | | 18,170,017 | | | | | |
New Horizon Capital III, L.P. (1) | | | | | | | 11,331,791 | | | | | |
Northstar Equity Partners III (1) | | | | | | | 7,635,581 | | | | | |
Orchid Asia IV, L.P. (1) | | | | | | | 4,773,406 | | | | | |
Reservoir Capital Partners (Cayman), L.P. | | | | | | | 5,536,907 | | | | | |
Tiger Global Private Investment Partners IV, L.P. (1) | | | | | | | 6,322,324 | | | | | |
Tiger Global Private Investment Partners V, L.P. (1) | | | | | | | 11,692,514 | | | | | |
Tiger Global Private Investment Partners VI, L.P. (1) | | | | | | | 7,693,720 | | | | | |
Trustbridge Partners II, L.P. (1) | | | | | | | 13,175,865 | | | | | |
Trustbridge Partners III, L.P. (1)(2) | | | | | | | 37,147,774 | | | | | |
Trustbridge Partners IV, L.P. | | | | | | | 26,751,938 | | | | | |
Real Estate (1.11% of Partners’ Capital) | | | | | | | | | | | | |
Forum European Realty Income III, L.P. (1) | | | | | | | 3,387,503 | | | | | |
Phoenix Asia Real Estate Investments II, L.P. | | | | | | | 4,728,827 | | | | | |
Total Cayman Islands | | | | | | | 217,072,231 | | | | | |
Guernsey | | | | | | | | | | | | |
Private Equity (0.39% of Partners’ Capital) | | | | | | | | | | | | |
Mid Europa Fund III LP (1) | | | | | | | 2,812,424 | | | | | |
Total Guernsey | | | | | | | 2,812,424 | | | | | |
United Kingdom | | | | | | | | | | | | |
Private Equity (0.28% of Partners’ Capital) | | | | | | | | | | | | |
Darwin Private Equity I L.P. (1) | | | | | | | 2,059,447 | | | | | |
Real Estate (0.29% of Partners’ Capital) | | | | | | | | | | | | |
Benson Elliot Real Estate Partners II, L.P. | | | | | | | 559,129 | | | | | |
Patron Capital, L.P. II | | | | | | | 201,429 | | | | | |
See accompanying notes to financial statements.
3
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
December 31, 2017
| | Shares | | | Fair Value | | | % of Partners’ Capital | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued) | | | | | | | | | |
United Kingdom (continued) | | | | | | | | | |
Real Estate (0.29% of Partners’ Capital) (continued) | | | | | | | | | |
Patron Capital, L.P. III | | | | | | $ | 1,387,323 | | | | | |
Total United Kingdom | | | | | | | 4,207,328 | | | | | |
United States | | | | | | | | | | | | |
Energy (15.54% of Partners’ Capital) | | | | | | | | | | | | |
ArcLight Energy Partners Fund IV, L.P. (1) | | | | | | | 1,024,448 | | | | | |
ArcLight Energy Partners Fund V, L.P. (1) | | | | | | | 4,901,730 | | | | | |
CamCap Resources, L.P. | | | | | | | 13,090 | | | | | |
EnCap Energy Capital Fund VII-B LP (1) | | | | | | | 1,274,818 | | | | | |
EnCap Energy Infrastructure TE Feeder, L.P. (2) | | | | | | | 2,429,678 | | | | | |
Energy & Minerals Group Fund II, L.P. (1) | | | | | | | 14,541,328 | | | | | |
Intervale Capital Fund, L.P. | | | | | | | 6,118,841 | | | | | |
Merit Energy Partners G, L.P. | | | | | | | 12,810,264 | | | | | |
Midstream & Resources Follow-On Fund, L.P. (1)(2) | | | | | | | 6,134,645 | | | | | |
NGP Energy Technology Partners II, L.P. | | | | | | | 2,950,050 | | | | | |
NGP IX Offshore Fund, L.P. (1) | | | | | | | 1,733,676 | | | | | |
NGP Midstream & Resources, L.P. (1) | | | | | | | 7,899,439 | | | | | |
Quantum Parallel Partners V, LP (2) | | | | | | | 50,854,427 | | | | | |
Tenaska Power Fund II-A, L.P. (1)(2) | | | | | | | 771,041 | | | | | |
Event-Driven (7.35% of Partners’ Capital) | | | | | | | | | | | | |
BDCM Partners I, L.P. (2) | | | | | | | 14,972,079 | | | | | |
Credit Distressed Blue Line Fund, L.P. (3) | | | | | | | 8,280,033 | | | | | |
Fortelus Special Situations Fund LP (2) | | | | | | | 5,326,541 | | | | | |
Harbinger Capital Partners Fund I, L.P. (3) | | | | | | | 18,560,428 | | | | | |
Harbinger Capital Partners Fund II, L.P. | | | | | | | 1,452,981 | | | | | |
Harbinger Capital Partners Special Situations Fund, L.P. | | | | | | | 1,761,499 | | | | | |
Harbinger Class L Holdings (U.S.), LLC | | | | | | | 194,538 | | | | | |
Harbinger Class LS Holdings (U.S.) Trust (2) | | | 3,225 | | | | 790,975 | | | | | |
Harbinger Class PE Holdings (U.S.) Trust | | | 4 | | | | 2,174,054 | | | | | |
Prospect Harbor Credit Partners LP | | | | | | | 122,619 | | | | | |
Private Equity (34.60% of Partners’ Capital) | | | | | | | | | | | | |
Advent Latin American Private Equity Fund IV-F L.P. | | | | | | | 2,019,708 | | | | | |
Advent Latin American Private Equity Fund V-F L.P. | | | | | | | 11,948,820 | | | | | |
BDCM Opportunity Fund II, L.P. (1) | | | | | | | 6,806,290 | | | | | |
Catterton Growth Partners, L.P. | | | | | | | 8,801,043 | | | | | |
Chrysalis Ventures III, L.P. | | | | | | | 1,526,988 | | | | | |
Crosslink Crossover Fund IV, L.P. | | | | | | | 181,447 | | | | | |
Crosslink Crossover Fund V, L.P. | | | | | | | 1,699,062 | | | | | |
See accompanying notes to financial statements.
4
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
December 31, 2017
| | Shares | | | Fair Value | | | % of Partners’ Capital |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued) | | | | | | | | |
United States (continued) | | | | | | | | |
Private Equity (34.60% of Partners’ Capital) (continued) | | | | | | | | |
Crosslink Crossover Fund VI, L.P. | | | | | | $ | 20,588,783 | | | |
Dace Ventures I, LP (2) | | | | | | | 866,779 | | | |
Fairhaven Capital Partners, L.P. | | | | | | | 11,154,143 | | | |
Founders Fund III, LP | | | | | | | 21,978,483 | | | |
Founders Fund IV, LP | | | | | | | 24,992,679 | | | |
Garrison Opportunity Fund II A LLC (1) | | | | | | | 4,197,938 | | | |
Garrison Opportunity Fund LLC (1)(2) | | | | | | | 1,289,543 | | | |
HealthCor Partners Fund, L.P. (2) | | | | | | | 7,281,878 | | | |
Highland Credit Strategies Liquidation Vehicle Onshore (2) | | | | | | | 25,762 | | | |
Ithan Creek Partners, L.P. | | | | | | | 1,188,988 | | | |
L-R Global Partners, L.P. | | | | | | | 342,018 | | | |
MatlinPatterson Global Opportunities Partners III L.P. (1) | | | | | | | 8,293,306 | | | |
Middle East North Africa Opportunities Fund, L.P. (3) | | | 3,969 | | | | 282,130 | | | |
Monomoy Capital Partners II, L.P. | | | | | | | 9,287,988 | | | |
Monomoy Capital Partners, L.P. | | | | | | | 977,052 | | | |
Pine Brook Capital Partners, L.P. (1) | | | | | | | 6,711,903 | | | |
Pinto America Growth Fund, L.P. | | | | | | | 1,392,722 | | | |
Private Equity Investment Fund IV, L.P. (2) | | | | | | | 3,138,833 | | | |
Private Equity Investment Fund V, L.P. (2) | | | | | | | 16,630,687 | | | |
Saints Capital VI, L.P. (1)(2) | | | | | | | 4,975,095 | | | |
Sanderling Venture Partners VI Co-Investment Fund, L.P. | | | | | | | 742,709 | | | |
Sanderling Venture Partners VI, L.P. | | | | | | | 712,832 | | | |
Sterling Capital Partners II, L.P. | | | | | | | 309,348 | | | |
Sterling Group Partners II, L.P. | | | | | | | 2,838 | | | |
Sterling Group Partners III, L.P. | | | | | | | 11,737,602 | | | |
Strategic Value Global Opportunities Fund I-A, L.P. | | | | | | | 1,148,381 | | | |
TAEF Fund, LLC | | | | | | | 3,137,234 | | | |
Tenaya Capital V, LP | | | | | | | 4,416,000 | | | |
Tenaya Capital VI, LP | | | | | | | 7,840,000 | | | |
The Column Group, LP | | | | | | | 12,025,700 | | | |
The Raptor Private Holdings L.P. | | | 1,114 | | | | 438,880 | | | |
Trivest Fund IV, L.P. (2) | | | | | | | 8,144,443 | | | |
Tuckerbrook SB Global Distressed Fund I, L.P. (2) | | | | | | | 2,333,556 | | | |
Valiant Capital Partners LP | | | | | | | 4,057,167 | | | |
VCFA Private Equity Partners IV, L.P. (1) | | | | | | | 267,612 | | | |
VCFA Venture Partners V, L.P. (1) | | | | | | | 701,072 | | | |
Voyager Capital Fund III, L.P. | | | | | | | 2,442,333 | | | |
See accompanying notes to financial statements.
5
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
December 31, 2017
| | Shares | | | Fair Value | | | % of Partners’ Capital |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued) | | | | | | | | |
United States (continued) | | | | | | | | |
Private Equity (34.60% of Partners’ Capital) (continued) | | | | | | | | |
WestView Capital Partners II, L.P. (2) | | | | | | $ | 13,578,567 | | | |
Real Estate (8.55% of Partners’ Capital) | | | | | | | | | | |
Aslan Realty Partners III, L.L.C. | | | | | | | 9,254 | | | |
Cypress Realty VI Limited Partnership | | | | | | | 3,506,252 | | | |
Florida Real Estate Value Fund, L.P. (1)(2) | | | | | | | 2,650,121 | | | |
GTIS Brazil Real Estate Fund (Brazilian Real) LP (1)(2) | | | | | | | 16,255,996 | | | |
Lone Star Real Estate Fund II (U.S.), L.P. | | | | | | | 809,566 | | | |
Monsoon Infrastructure & Realty Co-Invest, L.P. (2) | | | | | | | 11,880,751 | | | |
Northwood Real Estate Co-Investors LP (1) | | | | | | | 3,425,129 | | | |
Northwood Real Estate Partners LP (1) | | | | | | | 9,825,201 | | | |
Parmenter Realty Fund IV, L.P. (1) | | | | | | | 2,715,238 | | | |
Pearlmark Mezzanine Realty Partners III, L.L.C. (1) | | | | | | | 2,059,300 | | | |
Pennybacker II, LP (1) (2) | | | | | | | 27,000 | | | |
SBC Latin America Housing US Fund, LP (2) | | | | | | | 7,071,321 | | | |
Square Mile Partners III LP | | | | | | | 2,166,621 | | | |
Relative Value (0.46% of Partners’ Capital) | | | | | | | | | | |
Eton Park Fund, L.P. | | | | | | | 504,767 | | | |
King Street Capital, L.P. (1) | | | | | | | 677,397 | | | |
Magnetar Capital Fund LP | | | | | | | 478,969 | | | |
Magnetar SPV LLC | | | | | | | 19,358 | | | |
OZ Asia Domestic Partners, LP (1) | | | | | | | 652,452 | | | |
PIPE Equity Partners, LLC (3) (4) | | | | | | | —- | | | |
PIPE Select Fund, LLC (3) (4) | | | | | | | —- | | | |
Stark Investments Ltd Partnership (1) | | | | | | | 8,813 | | | |
Stark Select Asset Fund, LLC | | | | | | | 1,020,984 | | | |
Total United States | | | | | | | 485,474,054 | | | |
Total Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies | | | | | | | 709,566,037 | | | 97.19% |
See accompanying notes to financial statements.
6
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
December 31, 2017
| | Shares | | | Fair Value | | | % of Partners’ Capital |
Passive Foreign Investment Companies | | | | | | | | |
Cayman Companies Limited by Shares, Exempted Companies and Limited Liability Companies | | | | | | | | |
Private Equity (0.01% of Partners’ Capital) | | | | | | | | |
Quorum Fund Ltd. (2) | | | 8,762 | | | $ | 74,188 | | | |
Relative Value (0.31% of Partners’ Capital) | | | | | | | | | | |
CRC Credit Fund Ltd. | | | 46,020 | | | | 2,251,755 | | | |
Total Cayman Companies Limited by Shares, Exempted Companies and Limited Liability Companies | | | | | | | 2,325,943 | | | |
Total Passive Foreign Investment Companies | | | | | | | 2,325,943 | | | 0.32% |
Private Corporations | | | | | | | | | | |
United States | | | | | | | | | | |
Real Estate (0.00% of Partners’ Capital) | | | | | | | | | | |
Legacy Partners Realty Fund II, Inc. | | | | | | | 34,892 | | | |
Total Private Corporations | | | | | | | 34,892 | | | 0.00% |
Total Investments in Investment Funds (Cost $743,417,286) | | | | | | | 711,926,872 | | | 97.51% |
Total Investments (Cost $743,417,286) | | | | | | $ | 711,926,872 | | | 97.51% |
The Master Fund’s total outstanding capital commitments to Investment Funds as of December 31, 2017 were $65,613,785. 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.
| (1) | Income producing investment |
| (2) | Affiliated investments (See Note 5b) |
| (3) | Affiliated investments for which ownership exceeds 25% of the Investment Fund’s Capital (See Note 5b) |
| (4) | Security was valued in good faith pursuant to procedures approved by the Board of Directors as of December 31, 2017. The total of all such securities represents 0.0% of partners’ capital |
See accompanying notes to financial statements.
7
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Statement of Operations
Year Ended December 31, 2017
Investment income: | | | |
Dividend income (net of foreign tax withholding of $179,157) | | $ | 6,321,126 | |
Interest income | | | 795,988 | |
Dividend and interest income from affiliated investments | | | 2,180,425 | |
Total investment income | | | 9,297,539 | |
Expenses: | | | | |
Investment Management Fees | | | 3,249,189 | |
Administration fees | | | 485,379 | |
Professional fees | | | 452,858 | |
Commitment fees | | | 97,500 | |
Custodian fees | | | 110,000 | |
Directors fees | | | 85,509 | |
Offshore withholding tax expense | | | 1,953,341 | |
Other expenses | | | 445,647 | |
Total expenses | | | 6,879,423 | |
Net investment income | | | 2,418,116 | |
Net realized and unrealized gain (loss): | | | | |
Net realized gain (loss) from investments and foreign currency translations | | | 19,651,851 | |
Net realized gain (loss) from affiliated investments | | | 26,670,421 | |
Change in unrealized appreciation/(depreciation) | | | (10,535,247 | ) |
Net realized and unrealized gain (loss): | | | 35,787,025 | |
Net increase in partners’ capital resulting from operations | | $ | 38,205,141 | |
See accompanying notes to financial statements.
8
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Statements of Changes in Partners’ Capital
Years Ended December 31, 2016 and 2017
Partners’ capital at December 31, 2015 | | $ | 994,678,830 | |
Withdrawals | | | (134,223,199 | ) |
Net increase in partners’ capital resulting from operations: | | | | |
Net investment income | | | 2,061,934 | |
Net realized gain (loss) from investments and foreign currency translations | | | 53,540,676 | |
Net realized gain (loss) from affiliated investments | | | 39,303,319 | |
Change in unrealized appreciation/(depreciation) | | | (87,114,429 | ) |
Net increase in partners’ capital resulting from operations | | | 7,791,500 | |
Partners’ capital at December 31, 2016 | | $ | 868,247,131 | |
Withdrawals | | | (176,334,255 | ) |
Net increase in partners’ capital resulting from operations: | | | | |
Net investment income | | | 2,418,116 | |
Net realized gain (loss) from investments and foreign currency translations | | | 19,651,851 | |
Net realized gain (loss) from affiliated investments | | | 26,670,421 | |
Change in unrealized appreciation/(depreciation) | | | (10,535,247 | ) |
Net increase in partners’ capital resulting from operations | | | 38,205,141 | |
Partners’ capital at December 31, 2017 | | $ | 730,118,017 | |
See accompanying notes to financial statements.
9
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Statement of Cash Flows
Year Ended December 31, 2017
Cash flows from operating activities: | | | |
Net increase in partners’ capital resulting from operations | | $ | 38,205,141 | |
Adjustments to reconcile net increase in partners’ capital resulting from operations to net cash provided by operating activities: | | | | |
Purchases of investments | | | (18,863,255 | ) |
Proceeds from disposition of investments | | | 143,112,391 | |
Net realized gain from investments and foreign currency translations | | | (19,651,851 | ) |
Net realized gain from affiliated investments | | | (26,670,421 | ) |
Change in unrealized depreciation | | | 10,535,247 | |
Change in operating assets and liabilities: | | | | |
Receivable from affiliate | | | 36,687 | |
Receivable from investments sold | | | 2,762,273 | |
Prepaids and other assets | | | 5,498 | |
Investment Management Fees payable | | | (94,684 | ) |
Offshore withholding tax payable | | | 370,643 | |
Administration fees payable | | | (6,018 | ) |
Accounts payable and accrued expenses | | | (92,368 | ) |
Net cash provided by operating activities | | | 129,649,283 | |
Cash flows from financing activities: | | | | |
Withdrawals | | | (139,334,255 | ) |
Net cash used in financing activities | | | (139,334,255 | ) |
Effect of exchange rate changes on cash | | | (16,850 | ) |
Net change in cash and cash equivalents | | | (9,701,822 | ) |
Cash and cash equivalents at beginning of year | | | 66,492,052 | |
Cash and cash equivalents at end of year | | $ | 56,790,230 | |
Supplemental schedule of cash activity: | | | | |
Cash paid for offshore withholding taxes | | | 1,582,698 | |
Cash paid for interest | | | 636 | |
See accompanying notes to financial statements.
10
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements
December 31, 2017
The Endowment PMF Master Fund, L.P. (the “Master Fund”), a Delaware limited partnership, commenced operations on March 31, 2014. The Master Fund is 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 three feeder funds.
On March 31, 2014 the Master Fund received in an in-kind transfer a portfolio of investment funds including, but not limited to, limited partnerships, limited liability companies, offshore corporations and other foreign investment vehicles (collectively, the “Investment Funds”) from Salient Private Access Master Fund, L.P. (formerly The Endowment Master Fund, L.P., the “Legacy Master Fund”), in exchange for limited partnership interests (the “Interests”) of the Master Fund.
The Master Fund’s investment objective is to manage a portfolio of Investment Funds and cash to preserve value while prioritizing liquidity to investors over active management, until such time as the Master Fund’s portfolio has been liquidated. The Master Fund holds a portfolio of Investment Funds, reflecting an approximate pro rata division of the portfolio of the Legacy Master Fund, managed in a broad range of investment strategies and asset categories. The Adviser, as hereinafter defined, manages the Master Fund portfolio primarily in a passive manner whereby the Master Fund holds to self-liquidating private equity and other similar illiquid interests in Investment Funds and oversees the liquidation of other Investment Funds that provide for redemption while managing the Master Fund’s cash to ensure the Master Fund has the ability to satisfy outstanding capital commitments relating to such portfolio holdings.
The Endowment Fund GP, L.P., a Delaware limited partnership, serves as the general partner of the Master Fund and the Legacy Master Fund (the “General Partner”). To the fullest extent permitted by applicable law, the General Partner has irrevocably delegated to a board of directors (the “Board” and each member a “Director”) its rights and powers to monitor and oversee the business affairs of the Master Fund, including the complete and exclusive authority to oversee and establish policies regarding the management, conduct, and operation of the Master Fund’s business. A majority of the members of the Board are independent of the General Partner and its management. To the extent permitted by applicable law, the Board may delegate any of its rights, powers and authority to, among others, the officers of the Master Fund, the Adviser, or any committee of the Board.
The Board is authorized to engage an investment adviser, and 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.
11
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2017
| (2) | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES |
The accounting and reporting policies of the Master Fund conform with U.S. generally accepted accounting principles (“U.S. GAAP”). The accompanying financial statements reflect the financial position of the Master Fund and the results of its operations. The Master Fund is an investment company and follows the investment company accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “Financial Services-Investment Companies”.
The Master Fund considers all unpledged temporary cash investments with a maturity date at the time of purchase of three months or less to be cash equivalents.
| (c) | INVESTMENT SECURITIES TRANSACTIONS |
The Master Fund records investment transactions on a trade-date basis.
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 with the distribution notice, as applicable. Realized gains or losses on the disposition of investments are accounted for based on the first in first out method.
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 UMB Fund Services, 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 Adviser Valuation Committee’s function, 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 Master Fund is not able to obtain complete underlying investment holding details on each of the Investment Funds in order to determine if the Master Fund’s proportional, aggregated, indirect share of any investments held by the Investment Funds exceeds 5% of partners’ capital of the Master Fund as of December 31, 2017.
Investments held by the Master Fund are valued as follows:
| ● | INVESTMENT FUNDS—Investments in Investment Funds that do not have a readily determinable fair value 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 |
12
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2017
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 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 shares 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.
| ● | OTHER—Investments in open-end registered investment companies (“RICs”) that do not trade on an exchange and in other investment companies that have a readily determinable fair value are valued at the end of day NAV per share. Where no value is readily available from a RIC or other security, or where a value supplied by a RIC is deemed not to be indicative of the RIC’s value, 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 RIC or other security. |
| ● | SECURITIES NOT ACTIVELY TRADED—The value of securities, derivatives or synthetic securities that are not actively traded on an exchange shall be determined by obtaining 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 pursuant to the valuation procedures approved by the Board. |
The accounting records of the Master Fund are maintained in U.S. dollars. Foreign currency amounts and investments denominated in a foreign currency, if any, are translated into U.S. dollar amounts at current exchange rates on the valuation date. 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. The Master Fund does not segregate the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and foreign currency translations reported in the accompanying Statement of Operations and Statement of Changes in Partners’ Capital.
On August 13, 2013, the Commodity Futures Trading Commission (“CFTC”) adopted rules to harmonize conflicting Securities and Exchange Commission (the “SEC”) and CFTC disclosure, reporting and recordkeeping requirements for RICs 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.
13
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2017
Previously, in November 2012, the CFTC issued relief for fund of fund operators, including advisers to RIC’s, 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 funds of funds are to determine whether they are deemed to be commodity pools. As of December 31, 2017, the Master Fund is not considered a commodity pool and continues to rely on the fund of fund no-action relief.
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.
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; compliance 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; expenses of meetings of partners; directors fees; all costs with respect to communications to partners; transfer taxes; offshore withholding taxes; and other types of expenses as may be approved from time to time by the Board.
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 years, 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 current open tax years, 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 and four years for state income tax purposes) are subject to examination by federal and state tax jurisdictions.
14
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2017
The financial statements have been prepared in conformity with U.S. GAAP, which 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 may differ from those estimates and such differences may be significant.
| (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 in the fair value hierarchy below:
| ● | Level 1—unadjusted quoted prices in active markets for identical investments and registered investment companies where the value per share (unit) is determined and published and is the basis for current transactions for identical assets or liabilities at the valuation date |
| ● | Level 2—investments with other significant observable inputs |
| ● | Level 3—investments with significant unobservable inputs (which may include the Master Fund’s own assumptions in determining the fair value of investments) |
Changes in valuation techniques may result in transfers in or out of an assigned level within the fair value hierarchy. The Master Fund discloses transfers between levels based on valuations at the end of the reporting period. 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 supported by methodologies employed by the Investment Funds’ 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. As of December 31, 2017, the Master Fund does not hold any investments that have to be included in the fair value hierarchy.
The Master Fund is permitted to invest in alternative investments that may 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 adjustment, unless it is probable that the investment will be sold at a value significantly different than the reported NAV. If the practical expedient NAV is not as of the reporting entity’s measurement date, then the NAV is adjusted to reflect any significant events that would materially affect the value of the investment and the NAV of the Master Fund as of the valuation date.
15
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2017
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 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 December 31, 2017, that 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* |
Energy(a) | Private investments in securities issued by companies in the energy and natural resources sectors. | $ 132,571 | $ 14,314 | Up to 10 years | N/A | N/A | Up to15 years |
Event-Driven(b) | Strategies designed to profit from changes in the prices of securities of companies facing a major corporate event. | 53,636 | N/A | N/A | Quarterly | 45-90 | Up to 5 years; up to 2.5% early withdrawal fee; possible 25% investor level gate; illiquid side pocket capital |
Private Equity(c) | Investments in nonpublic companies. | 447,405 | 34,734 | Up to 10 years | N/A | N/A | Up to 10 years |
Real Estate(d) | Investments in REITs, private partnerships, and various real estate related mortgage securities. | 72,701 | 16,566 | Up to 10 years | N/A | N/A | Up to 10 years |
16
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2017
Investment Category | Investment Strategy | Fair Value (in 000s) | Unfunded Commitments (in 000s) | Remaining Life* | Redemption Frequency* | Notice Period (in Days)* | Redemption Restrictions and Terms* |
Relative Value(e) | Strategies seeking to profit from inefficiencies existing within capital structures, within markets, and across markets. | $ 5,614 | N/A | N/A | Quarterly | 30-120 | Up to 5 years; up to 7% early redemption fee; possible 5% fund level gate; illiquid side pocket capital |
| | $ 711,927 | $ 65,614 | | | | |
| * | 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 primarily in privately issued securities by companies in the energy and natural resources sectors and private investments in energy-related assets or companies. The Investment Funds include private funds and private partnerships with private investments in their portfolios. |
| (b) | This category includes Investment Funds that invest primarily in the following securities: common stock, preferred stock, and many types of debt. Events include mergers, acquisitions, restructurings, spin-offs, and litigation. |
| (c) | 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. |
| (d) | 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. |
| (e) | This category includes Investment Funds with low net exposure to most financial markets. Underlying strategies include Equity Market Neutral or Statistical Arbitrage, Capital Structure Arbitrage, Convertible Arbitrage, Volatility Arbitrage, and Credit Arbitrage. |
17
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2017
The following is a summary of the fair value as percentage of partners’ capital, and liquidity provisions for Investment Funds constituting greater than 5% of the Master Fund’s partners’ capital as of December 31, 2017:
Limited Partnerships, Exempted Partnerships and Limited Liability Companies | Fair Value as % of Partners’ Capital | Investment Strategy | Does the Underlying Portfolio Fund Employ Debt Financing | Redemption Frequency | Redemption Restrictions and Terms |
Quantum Parallel Partners V, L.P | 6.97% | Quantum Parallel Partners V, L.P. makes private investments in energy companies focused on exploration and production activities in the United States and Canada. | Yes | N/A | N/A |
Trustbridge Partners III, L.P. | 5.09% | Trustbridge Partners III, L.P. makes private investments in companies in China primarily focused on growing companies in the consumer, healthcare and technology sectors. | Yes | N/A | N/A |
| (4) | PARTNERS’ CAPITAL ACCOUNTS |
Interests of the Master Fund are generally available only to those investors who received Interests as in-kind repurchase proceeds for their tendered interests in one of the feeder funds to the Legacy Master Fund. Interests of the Master Fund will generally not otherwise be offered or sold.
| (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.
| (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. Interests are not redeemable nor are they exchangeable for Interests or shares of any other fund.
The Master Fund anticipates making quarterly distributions pro rata to all investors in an amount equal to the Master Fund’s excess cash (“Excess Cash”). Excess Cash is defined as the amount of cash on hand over and above the amount necessary or prudent for operational and regulatory purposes (“Required Cash”). The amount of Required Cash is determined by the Adviser with oversight by the Board. Excess Cash is generally distributed in the subsequent quarter or quarters where the aggregate of Excess Cash from such subsequent quarter(s) and prior quarters exceeds a threshold of $10 million. Intra-quarter distributions may also be made if Excess Cash exceeds a threshold of $25 million as of the forty fifth day after the end of any quarter. The Master Fund may make in-kind distributions of portfolio securities as deemed necessary.
18
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2017
| (5) | INVESTMENTS IN PORTFOLIO SECURITIES |
As of December 31, 2017 the Master Fund held investments in Investment Funds and securities. 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. In addition, many Investment Funds also provide for performance incentive fees/ allocations of an Investment Fund’s net profits. These management fees and incentive fees are in addition to the management fees charged by the Master Fund.
For the year ended December 31, 2017, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were $18,863,255 and $76,857,990 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.
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 such time. The Master Fund’s book cost as of December 31, 2017, was $743,417,286, resulting in accumulated net unrealized depreciation of $31,490,414 consisting of $188,257,112 in gross unrealized appreciation and $219,747,526 in gross unrealized depreciation.
| (b) | AFFILIATED INVESTMENT FUNDS |
At December 31, 2017, 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. A listing of these affiliated Investment Funds (including activity during the year ended December 31, 2017) is shown below:
Investment Funds | Shares 12/31/2016 | Shares 12/31/2017 | | Beginning Fair Value 12/31/2016 | | | Cost of Purchases | | | Sales Proceeds* | | | Realized Gain (Loss) on Investments | | | Change in Unrealized Appreciation / (Depreciation) | | | Ending Fair Value 12/31/2017 | | | Interest/ Dividend Income | |
BDCM Partners I, L.P. | | | | $ | 17,903,003 | | | $ | — | | | $ | (4,708,603 | ) | | $ | — | | | $ | 1,777,679 | | | $ | 14,972,079 | | | $ | — | |
Credit Distressed Blue Line Fund, L.P. | | | | | 9,882,381 | | | | — | | | | — | | | | — | | | | (1,602,348 | ) | | | 8,280,033 | | | | — | |
CX Partners Fund Ltd. | | | | | 23,709,033 | | | | 272,734 | | | | (5,543,923 | ) | | | 2,659,548 | | | | 2,432,608 | | | | 23,530,000 | | | | 81,303 | |
Dace Ventures I, LP | | | | | 971,799 | | | | 62,381 | | | | (143,708 | ) | | | 1,516 | | | | (25,209 | ) | | | 866,779 | | | | — | |
EnCap Energy Infrastructure TE Feeder, L.P. | | | | | 2,353,199 | | | | — | | | | — | | | | — | | | | 76,479 | | | | 2,429,678 | | | | — | |
Florida Real Estate Value Fund, L.P. | | | | | 2,165,283 | | | | 83,692 | | | | (795,035 | ) | | | 24,431 | | | | 1,171,750 | | | | 2,650,121 | | | | — | |
Fortelus Special Situations Fund LP | | | | | 4,122,288 | | | | — | | | | — | | | | — | | | | 1,204,253 | | | | 5,326,541 | | | | — | |
Garrison Opportunity Fund LLC | | | | | 1,882,586 | | | | — | | | | (596,543 | ) | | | 596,543 | | | | (593,043 | ) | | | 1,289,543 | | | | — | |
19
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2017
Investment Funds | | Shares 12/31/2016 | | | Shares 12/31/17 | | | Beginning Fair Value 12/31/2016 | | | Cost of Purchases | | | Sales Proceeds* | | | Realized Gain (Loss) on Investments | | | Change in Unrealized Appreciation / (Depreciation) | | | Ending Fair Value 12/31/2017 | | | Interest/ Dividend Income | |
GTIS Brazil Real Estate Fund (Brazilian Real) LP | | | | | | | | | | $ | 14,304,639 | | | $ | 573,102 | | | $ | (166,006 | ) | | $ | — | | | $ | 1,544,261 | | | $ | 16,255,996 | | | $ | — | |
Harbinger Capital Partners Fund I, L.P. | | | | | | | | | | | 18,669,083 | | | | — | | | | — | | | | — | | | | (108,655 | ) | | | 18,560,428 | | | | — | |
Harbinger Class LS Holdings (U.S.) Trust | | | 3,225 | | | | 3,225 | | | | 5,630,027 | | | | — | | | | — | | | | — | | | | (4,839,052 | ) | | | 790,975 | | | | — | |
HealthCor Partners Fund, L.P. | | | | | | | | | | | 6,987,237 | | | | 94,824 | | | | (34,638 | ) | | | 34,638 | | | | 199,817 | | | | 7,281,878 | | | | — | |
Highland Credit Strategies Liquidation Vehicle Onshore | | | | | | | | | | | 220,752 | | | | — | | | | (432,175 | ) | | | 432,175 | | | | (194,990 | ) | | | 25,762 | | | | — | |
Hillcrest Fund, L.P. | | | | | | | | | | | 3,049,084 | | | | 87,069 | | | | (2,337,860 | ) | | | 776,713 | | | | 331,399 | | | | 1,906,405 | | | | — | |
LC Fund IV, L.P. | | | | | | | | | | | 24,353,133 | | | | 334,969 | | | | (4,479,445 | ) | | | 2,926,856 | | | | (4,965,496 | ) | | | 18,170,017 | | | | 351,884 | |
Middle East North Africa Opportunities Fund, L.P. | | | 3,969 | | | | 3,969 | | | | 306,111 | | | | — | | | | — | | | | — | | | | (23,981 | ) | | | 282,130 | | | | — | |
Midstream & Resources Follow-On Fund, L.P. | | | | | | | | | | | 15,523,646 | | | | 60,505 | | | | (8,606,419 | ) | | | 6,451,964 | | | | (7,295,051 | ) | | | 6,134,645 | | | | 332,650 | |
Monsoon Infrastructure & Realty Co-Invest, L.P. | | | | | | | | | | | 13,178,111 | | | | — | | | | (896,270 | ) | | | — | | | | (401,090 | ) | | | 11,880,751 | | | | — | |
Pennybacker II, LP | | | | | | | | | | | 714,627 | | | | 44,428 | | | | (1,140,827 | ) | | | 1,140,827 | | | | (732,055 | ) | | | 27,000 | | | | — | |
PIPE Equity Partners, LLC | | | | | | | | | | | 3,655,732 | | | | — | | | | — | | | | — | | | | (3,655,732 | ) | | | — | | | | — | |
PIPE Select Fund, LLC | | | | | | | | | | | 13,506,016 | | | | — | | | | (671,313 | ) | | | — | | | | (12,834,703 | ) | | | — | | | | — | |
Private Equity Investment Fund IV, L.P. | | | | | | | | | | | 2,249,340 | | | | — | | | | (616,387 | ) | | | 448,234 | | | | 1,057,646 | | | | 3,138,833 | | | | — | |
Private Equity Investment Fund V, L.P.** | | | | | | | | | | | 17,977,979 | | | | — | | | | (2,052,041 | ) | | | 287,286 | | | | 417,463 | | | | 16,630,687 | | | | — | |
Quantum Parallel Partners V, LP | | | | | | | | | | | 46,950,000 | | | | 472,219 | | | | — | | | | — | | | | 3,432,208 | | | | 50,854,427 | | | | — | |
Quorum Fund Ltd. | | | 8,762 | | | | 8,762 | | | | 182,908 | | | | — | | | | — | | | | — | | | | (108,720 | ) | | | 74,188 | | | | — | |
Saints Capital VI, L.P. | | | | | | | | | | | 5,937,403 | | | | 45,532 | | | | (813,721 | ) | | | 513,727 | | | | (707,846 | ) | | | 4,975,095 | | | | 652 | |
SBC Latin America Housing US Fund, LP | | | | | | | | | | | 7,742,677 | | | | 164,766 | | | | (498,523 | ) | | | — | | | | (337,599 | ) | | | 7,071,321 | | | | — | |
Tenaska Power Fund II-A, L.P. | | | | | | | | | | | 1,474,633 | | | | 10,027 | | | | (607,212 | ) | | | 508,847 | | | | (615,254 | ) | | | 771,041 | | | | — | |
20
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2017
Investment Funds | | Shares 12/31/2016 | | | Shares 12/31/17 | | | Beginning Fair Value 12/31/2016 | | | Cost of Purchases | | | Sales Proceeds* | | | Realized Gain (Loss) on Investments | | | Change in Unrealized Appreciation / (Depreciation) | | | Ending Fair Value 12/31/2017 | | | Interest/ Dividend Income | |
Trivest Fund IV, L.P. | | | | | | | | | | $ | 11,307,017 | | | $ | — | | | $ | (11,612,681 | ) | | $ | 8,742,761 | | | $ | (292,654 | ) | | $ | 8,144,443 | | | $ | — | |
Trustbridge Partners III, L.P. | | | | | | | | | | | 32,927,115 | | | | 501,419 | | | | (730,859 | ) | | | 352,174 | | | | 4,097,925 | | | | 37,147,774 | | | | 1,413,937 | |
Tuckerbrook SB Global Distressed Fund I, L.P. | | | | | | | | | | | 2,940,198 | | | | — | | | | (743,560 | ) | | | — | | | | 136,918 | | | | 2,333,556 | | | | — | |
Westview Capital Partners II, L.P. | | | | | | | | | | | 11,627,060 | | | | — | | | | (772,181 | ) | | | 772,181 | | | | 1,951,507 | | | | 13,578,567 | | | | — | |
| | | | | | | | | | $ | 324,404,100 | | | $ | 2,807,666 | | | $ | (48,999,930 | ) | | $ | 26,670,421 | | | $ | (19,501,564 | ) | | $ | 285,380,693 | | | $ | 2,180,425 | |
| * | 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 may trade various derivative securities and other financial instruments, and may 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 such Investment Funds.
| (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. 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 compliance, transfer agency, and other investor related services at an additional cost. The total administration fees incurred for the year ended December 31, 2017, was $485,379.
| (8) | RELATED PARTY TRANSACTIONS |
| (a) | INVESTMENT MANAGEMENT FEE |
In consideration of the advisory and other services provided by the Adviser to the Master Fund, the Master Fund pays the Adviser an investment management fee (the “Investment Management Fee”) equal to 0.70% on an annualized basis of the Master Fund’s partners’ capital at the end of each month, payable monthly in arrears, for the six quarters following March 31, 2014, and 0.40% on an annualized basis for periods thereafter until the period ending March 31, 2024, when the Adviser will no longer receive the Investment Management Fee.
The Master 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 that are credited to or debited against the capital accounts of its partners. For the year ended December 31, 2017, $3,249,189 as incurred for Investment Management Fees.
21
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2017
| (b) | EXPENSE LIMITATION AGREEMENT |
Pursuant to the Master Fund’s limited partnership agreement there is an expense limitation in which the Adviser contractually agreed to limit total annualized expenses of the Master Fund, to the amount of 1.25%, exclusive of fees and expenses of underlying investment funds, borrowing and other investment-related costs and fees, taxes, litigation and other extraordinary expenses not incurred in the ordinary course of the Master Fund’s business.
Under the Expense Limitation Agreement, the Adviser is permitted to recover in later periods expenses it has borne to the extent that the Master Fund’s expenses fall below the rate in effect at the time of the waiver. The Master Fund, however, is not obligated to pay any such amounts beyond three years after the end of the fiscal year in which the Adviser reimbursed such expense. Any such recoupment by the Adviser shall not cause the Master Fund to exceed the annual expense limitation rate that was in effect at the time of such waiver or reimbursement. For the year ended December 31, 2017, no such expense waiver has been incurred by the Master Fund.
The Master Fund entered into a line of credit agreement (the “Credit Agreement”) with Credit Suisse AG. Effective November 4, 2016, the terms of the Credit Agreement provided a $20,000,000 credit facility. Borrowings under the Credit Agreement were secured by the Master Fund’s investments. The Credit Agreement provided for a commitment fee of 0.75% per annum plus interest accruing on any borrowed amounts at the three month London Interbank Offered Rate (LIBOR) plus a spread of 2.25% per annum during the commitment period and 3.00% per annum during the wind down period as defined in the Credit Agreement. The Credit Agreement expired on August 25, 2017. There were no borrowings during the year ended December 31, 2017.
22
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
December 31, 2017
| | Year Ended December 31, 2017 | | | Year Ended December 31, 2016 | | | Year Ended December 31, 2015 | | | For the Period March 31, 2014 Through December 31, 20141 | |
Net investment income (loss) to average partners’ capital2 | | | 0.30 | % | | | 0.23 | % | | | 0.58 | % | | | (1.04 | )% |
Expenses to average partners’ capital2,3 | | | 0.86 | % | | | 0.83 | % | | | 0.90 | % | | | 2.11 | % |
Portfolio Turnover4 | | | 2.45 | % | | | 4.08 | % | | | 8.38 | % | | | 5.28 | % |
Internal rate of return since inception5 | | | 3.84 | % | | | 4.72 | % | | | 5.05 | % | | | 8.89 | % |
Total Return4,6 | | | 4.77 | % | | | 1.05 | % | | | 3.40 | % | | | 6.17 | % |
Partners’ capital, end of period (000's) | | $ | 730,118 | | | $ | 868,247 | | | $ | 994,679 | | | $ | 1,208,928 | |
An investor’s return (and operating ratios) may vary from those reflected based on the timing of capital transactions.
| 1 | The Master Fund commenced operations on March 31, 2014. |
| 2 | 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. |
| 3 | 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. |
| 4 | Not annualized for periods less than twelve months. |
| 5 | The internal rate of return since inception (“IRR”) of the limited partners is net of all fees and profit allocations to the Adviser. The IRR reported is for the Master Fund as a whole. The IRR was computed based on the actual dates of the cash inflows (capital contributions), cash outflows (cash distributions) and the ending partners’ capital as of December 31, 2017 (the residual value). |
| 6 | The total return of the Master Fund is calculated as geometrically linked monthly returns for each month in the period. |
| (11) | NEW ACCOUNTING PRONOUNCEMENTS |
In November 2016, FASB issued Accounting Standards Update “Restricted Cash” which will require entities to include the total cash, cash equivalents, restricted cash, and restricted cash equivalents in the beginning and ending cash balances in the Statement of Cash Flows. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. At this time, management is evaluating the impact, if any, of this guidance on the Fund’s presentation in the Statement of Cash Flows.
Management of the Master Fund has evaluated the need for additional 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 December 31, 2017.
23
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information
December 31, 2017
(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 Endowment PMF Master Fund, L.P., PMF Fund, L.P., and PMF TEI Fund, 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 $10,500 paid quarterly, an annual Board meeting fee of $4,000, a fee of $850 per informal Board meeting, a fee of $425 per telephonic Board meeting, annual fees of $530, $700 and $530 for membership on the Audit, Compliance and Valuation Committees, respectively paid quarterly, annual fees of $2,550, $2,550 and $3,400 for the Audit, Compliance and Valuation Committee chair positions, respectively paid quarterly, and an annual fee of $4,250 to the lead Independent Director, paid quarterly. There are currently four 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.
Interested Directors
Name and Year of Birth | Position(s) Held | Principal Occupation(s) During the Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director | Other Directorships Held by Director |
John A. Blaisdell1 Year of birth: 1960 | Director, Principal Executive Officer (Since 2004) | Managing Director of Salient (since 2002). | The Endowment PMF Funds (three funds); Salient Private Access Funds (four funds) | Salient Alternative Strategies Funds (investment companies) (two funds) (2010 to 2016); Salient MF Trust (investment company) (four funds) (since 2012); Salient Midstream & MLP Fund (investment company) (since 2012). |
| 1 | This person’s status as an “interested” director arises from his affiliation with Salient Partners, L.P., which itself is an affiliate of the Adviser. |
24
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
December 31, 2017
(Unaudited)
Independent Directors
Name and Year of Birth | Position(s) Held | Principal Occupation(s) During the Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director | Other Directorships Held by Director |
Jonathan P. Carroll Year of birth: 1961 | Director (Since 2004) | President, Lazarus Financial LLC (investment company) (since 2006); President and CEO of Blue Dolphin Energy Company (since 2012); private investor (since 1988). | The Endowment PMF Funds (three funds); Salient Private Access Funds (four funds) | Salient Alternative Strategies Funds (investment companies) (two funds) (2010 to 2016); Salient MF Trust (investment company) (four funds) (since 2012); Salient Midstream & MLP Fund (investment company) (since 2012); LRR Energy, L.P. (energy company) (since 2014); Blue Dolphin Energy Company (BDCO) (energy company), (since 2014). |
Richard C. Johnson Year of birth: 1937 | Director (Since 2004) | Former Senior Partner (retired) Baker Botts LLP (law firm) ; Managing Partner, Baker Botts, (1998 to 2002); practiced law at Baker Botts, (1966 to 2002) (1972 to 2002 as a partner). | The Endowment PMF Funds (three funds); Salient Private Access Funds (four funds) | Salient Alternative Strategies Funds (investment companies) (two funds) (2010 to 2016); Salient MF Trust (investment company) (four funds) (since 2012); Salient Midstream & MLP Fund (investment company) (since 2012). |
Jeffrey R. Keay Year of birth: 1974 | Director (Since 2014) | Managing Director, HarbourVest Partners, LLC (private equity). | The Endowment PMF Master Fund (one fund) | None. |
25
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
December 31, 2017
(Unaudited)
Name and Year of Birth | Position(s) Held | Principal Occupation(s) During the Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director | Other Directorships Held by Director |
G. Edward Powell Year of birth: 1936 | Director (Since 2004) | Principal of Mills & Stowell (private equity) (2002 to 2010). Managing Partner, PriceWaterhouse & Co. (Houston Office, 1982 to 1994). | The Endowment PMF Funds (three funds); Salient Private Access Funds (four funds) | Salient Alternative Strategies Funds (investment companies) (two funds) (2010 to 2016); Salient MF Trust (investment company) (four funds) (since 2012); Salient Midstream & MLP Fund (investment company) (since 2012); Energy Services International, Inc., (since 2004); Therapy Track, LLC, (since 2009); Global Water Technologies, Inc.; Datavox Holdings, Inc.; Energy Services International, Inc., (2004 to 2013). |
Scott E. Schwinger Year of birth: 1965 | Director (Since 2004) | President, The McNair Group (management), (since 2006); Senior Vice President and Chief Financial Officer, the Houston Texans (professional football team) (1999). | The Endowment PMF Funds (three funds); Salient Private Access Funds (four funds) | Salient Alternative Strategies Funds (investment companies) (two funds) (2010 to 2016); Salient MF Trust (investment company) (four funds) (since 2012); Salient Midstream & MLP Fund (investment company) (since 2012); The Make-A-Wish Foundation, (since 2008). |
Jeffrey D. Young Year of birth: 1967 | Director (Since 2014) | Partner, Origami Capital Partners, LLC (investment adviser). | The Endowment PMF Master Fund (one fund) | None. |
26
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
December 31, 2017
(Unaudited)
Officers of the Fund Who Are Not Directors
Name and Year of Birth | Position(s) Held with the Fund | Principal Occupation(s) During the Past 5 Years |
Barbara H. Tolle Year of birth: 1949 | Treasurer (Since 2017) | Treasurer and Principal Financial Officer, Salient MF Trust (since 2017); Treasurer and Principal Financial Officer, Salient Midstream and MLP Fund (since 2017); Treasurer and Principal Financial Officer, Forward Funds (since 2006); Treasurer, Salient Private Access Funds (four funds) (since 2017); Vice President, Director of Fund Accounting and Operations, Forward Management, LLC (since 2006); Vice President and Director, Fund Accounting and Administration, PFPC Inc. (1998 to 2006). |
Jeremy Radcliffe Year of birth: 1974 | Secretary (Since 2013) | Managing Director of Salient (since 2002). |
John E. Price Year of birth: 1967 | Interim Principal Financial Officer (Since 2017) | Managing Director, Chief Financial Officer and Treasurer, Salient Capital Advisors, LLC (since 2011); Partner, Salient Partners, L.P. (since 2003); Chief Financial Officer and Treasurer, Salient Partners, L.P. (since 2005); Chief Financial Officer and Treasurer, Salient Trust Co., LTA (since 2005); Chief Financial Officer and Treasurer, Forward Management, LLC (since 2015); Chief Financial Officer and Treasurer, Salient Advisors, L.P. (since 2006); Chief Financial Officer and Treasurer, Endowment Advisers, L.P. (since 2004); Interim Principal Financial Officer, Salient Private Access Funds (four funds) (since 2017). |
Kristen Bayazitoglu Year of birth: 1981 | Vice President (Since 2017) | Chief Operating Officer of Asset Management, Salient Partners, L.P. (since 2017); Vice President, Salient Private Access Funds (four funds) (since 2017); Vice President of Operations, Salient Partners, L.P. (March 2012 to June 2017). |
27
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
December 31, 2017
(Unaudited)
Name and Year of Birth | Position(s) Held with the Fund | Principal Occupation(s) During the Past 5 Years |
Paul Bachtold Year of birth: 1973 | Chief Compliance Officer (“CCO”) (Since 2010) | Chief Compliance Officer and Secretary, Forward Securities (since 2016); Chief Compliance Officer, Forward Management (since 2015); CCO, Salient (since 2010). |
Stephen Leonhardt Year of birth: 1959 | Vice President (Since 2017) | Vice President of Salient (since 2017); Vice President, The Salient Private Access Funds (four funds) (since 2017); Controller of Stifel Financial Corp. (2015 to 2017), self-employed (2013-2015), Vice President of Charles Schwab Investment Management (2009 to 2013). |
Allocation of Investments
The following chart indicates the allocation of investments among the asset classes in the Master Fund as of December 31, 2017.
Asset Class1 | | Fair Value | | | % | |
Energy | | $ | 132,570,830 | | | | 18.62 | |
Event-Driven | | | 53,635,747 | | | | 7.53 | |
Private Equity | | | 447,404,947 | | | | 62.85 | |
Real Estate | | | 72,700,853 | | | | 10.21 | |
Relative Value | | | 5,614,495 | | | | 0.79 | |
Total Investments | | $ | 711,926,872 | | | | 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. |
Board Consideration of the Investment Management Agreement
At an in-person meeting of the Board held on October 18, 2017, the Board, including the Directors who are not “interested persons” as that term is defined in the Investment Company Act of 1940 (“Independent Directors”), considered and approved the continuation of the Investment Management Agreement between the Institutional Fund and the Adviser (the “Advisory Agreement”). In preparation for review of the Advisory Agreement, the Board requested the Adviser to provide detailed information which the Board determined to be reasonably necessary to evaluate the agreement. The Independent Directors also met in-person in executive session to review and discuss aspects of these materials. At the request of the Independent Directors, the Adviser made presentations regarding the materials and responded to questions from the Independent Directors relating to, among other things, portfolio management, the Institutional Fund’s investment programs, Institutional Fund’s and Adviser’s compliance programs, Adviser staffing and management changes, Institutional Fund performance including benchmarks and comparisons to other funds, Institutional Fund fee levels, other portfolios (including fees) managed by the Adviser and its affiliates and the Adviser’s profitability (including revenue of the Adviser across all of its funds). The Board, including the Independent Directors,
28
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
December 31, 2017
(Unaudited)
also took into consideration information furnished for the Board’s review and consideration throughout the year at regular Board meetings. The Independent Directors were assisted at all times by independent counsel. Following the Board’s review, the Independent Directors met in executive session, and reported that they had had concluded that the Advisory Agreement enables the Fund’s partners to obtain high quality services at a cost that is appropriate, reasonable, and in the interests of investors. It also was noted that the Board’s decision to renew the Advisory Agreement was not based on any single 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: the unique characteristics and special purposes of the Fund’s operations and the specific services provided in overseeing the Fund; the background and experience of key personnel; the Adviser’s successful implementation of the liquidation program and the distributions made by the Fund; the conduct and oversight of the Fund’s operations; the Adviser’s significant compliance and tax reporting functions; 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 investment management and related services, and that these services are appropriate in scope and extent in light of the Fund’s operations and investor needs.
The investment performance. The Board evaluated the comparative information provided by the Adviser regarding the Fund’s investment performance, noting the largely irrelevant nature of other funds in comparison due to the Fund’s purpose and objective of successful and efficient liquidation. The Board also considered that the primary focus of the Fund was orderly liquidation, but noted that in addition to the distribution of liquidated assets by the Fund, the Fund’s positive performance. The Board concluded that the Adviser was successful in seeking the Fund’s objective. On the basis of the Directors’ assessment, the Directors concluded that the Adviser was capable of producing returns that are appropriate in light of the Fund’s investment objective and strategies.
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. On the basis of the Board’s review of the fees, the Board concluded that the level of investment management fees and the profitability of the Adviser are appropriate in light of the services provided and the profitability of the relationship between the 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. The Board noted that because the Fund’s size will certainly continue to decline as it is liquidated over time, that economies of scale are not present or likely to be present. The Board concluded that the management fees reflect the Fund’s complicated operations while unwinding. The Board noted in particular the expense limitation in the Fund’s organizational documents and its positive effect in light of the anticipated continuing declining size of the Funds.
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 Funds are not quantifiable or anticipated to arise, and that the Funds would not trade for investment purposes or be likely to incur brokerage.
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 has the financial, compliance and operational resources reasonably necessary to manage the Funds in a professional manner that is consistent with the best interests of the Funds and their partners.
29
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
December 31, 2017
(Unaudited)
Form N-Q Filings
The Master Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Master Fund’s Form N-Q is available on the Securities and Exchange Commission website at http://www.sec.gov. The Master Fund’s Form N-Q may be reviewed and copied at the Securities and Exchange Commission Public Reference Room in Washington, DC and information regarding operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
Proxy Voting Policies
A description of the policies and procedures that the Master Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling 1-800-725-9456; and (ii) on the Securities and Exchange Commission website at http://www.sec.gov.
Information regarding how the Master Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request, by calling 1-800-725-9456; and (ii) on the Securities and Exchange Commission website at http://www.sec.gov.
Additional Information
The Master Fund’s private placement memorandum (the “PPM”) includes additional information about Directors of the Master Fund. The PPM is available, without charge, upon request by calling 1-800-725-9456.
30
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Privacy Policy (Unaudited)
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.
31
Investment Adviser
Endowment Advisers, L.P.
Administrator and Transfer Agent
UMB Fund Services, Inc.
Custodian
Citibank, N.A.
Independent Registered Public Accounting Firm
KPMG LLP
Legal Counsel
K&L Gates LLP
Item 2. Code of Ethics.
(a) The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This code of ethics is included as Exhibit 12(a)(1).
(b) During the period covered by the report, with respect to the registrant’s code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; there have been no amendments to, nor any waivers granted from, a provision that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2.
Item 3. Audit Committee Financial Expert.
3(a)(1) The registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee.
3(a)(2) The audit committee financial expert is G. Edward Powell, who is “independent” for purposes of this Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
| | Current Year | | | Previous Year | |
Audit Fees | | $ | 80,000 | | | $ | 77,500 | |
Audit-Related Fees | | $ | 0 | | | $ | 0 | |
Tax Fees | | $ | 0 | | | $ | 0 | |
All Other Fees | | $ | 0 | | | $ | 0 | |
(e)(1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
The audit committee may delegate its authority to pre-approve audit and permissible non-audit services to one or more members of the committee. Any decision of such members to pre-approve services shall be presented to the full audit committee at its next regularly scheduled meeting.
(2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this item that were approved by the audit committee pursuant to paragraph (c) (7)(i)(c) of Rule 2-01 of Regulation S-X.
| Current Year | | Previous Year |
| 0% | | 0% |
(f) Not applicable.
(g) Disclose the aggregate non-audit fees billed by the registrant’s accountant for services rendered to registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant.
| Current Year | | Previous Year |
| $0 | | $0 |
(h) Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. 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.
A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company’s investment adviser; principal underwriter; or any affiliated person (as defined in section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company’s investment adviser, or any other third party, that the company uses, or that are used on the company’s behalf, to determine how to vote proxies relating to portfolio securities.
These policies are included as Exhibit 12(a)(4).
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
The Adviser’s Investment Committee Members
As of the date of the filing, the Investment Committee is responsible for the day-to-day management of the Fund’s portfolio. The Endowment PMF Master Fund, L.P. (the “Master Fund”), PMF Fund, L.P. (the “PMF Fund”), and PMF TEI Fund, L.P. (the “TEI Fund”) are registered investment companies (collectively, the “Fund Complex” and each individually the “Fund”). The members of the Investment Committee (each an “Investment Committee Member”) are: Messrs. William B. Hunt and William R. Guinn.
Mr. Hunt has served as an Investment Committee Member since 2014 and as Chief Risk Officer of Salient since 2014. He previously held positions as a Senior Analyst and Portfolio Manager of Iridian Asset Management (from 1996-2011) and Professor at Southern Methodist University (from 1991-2000). Mr. Guinn has served as an Investment Committee Member since 2014 and Director of Salient since 2013. Previously, he held the position of Director of Strategic Partnerships and Opportunistic Investments at the Teacher Retirement System of Texas (2009-2013). Each member of the Investment Committee reviews asset allocation recommendations made by the Adviser’s representatives, manager due diligence and recommendations and, by a majority vote of the Investment Committee, determines asset allocation and manager selection.
The Adviser and certain other entities controlled by the Principals manage investment programs which are similar to that of the Fund, and the Adviser and/or the Principals may in the future serve as an investment adviser or otherwise manage or direct the investment activities of other registered and/or private investment vehicles with investment programs similar to the Funds.
Other Accounts Managed by the Investment Adviser
Certain Investment Committee Members, who are primarily responsible for the day-to-day management of the Fund, also manage other registered investment companies, other pooled investment vehicles and other accounts, as indicated below. The following tables identify, as of December 31, 2017: (i) the number of other registered investment companies, other pooled investment vehicles and other accounts managed by the Investment Committee Member and the total assets of such companies, vehicles and accounts; and (ii) the number and total assets of such companies, vehicles and accounts with respect to which the advisory fee is based on performance.
Name | | Number of Other Accounts | | Total Assets of Other Accounts | | Number of Other Accounts Subject to a Performance Fee | | Total Assets of Other Accounts Subject to a Performance Fee |
William B. Hunt | | | | | | | | | | | |
Registered investment companies (1) | | 26 | | $ | 4.39 billion | | | 0 | | $ | — | |
Other pooled investment companies (1) | | 25 | | $ | 1.46 billion | | | 4 | | $ | 198.93 million | |
Other accounts | | 1 | | $ | 48.41 million | | | 0 | | $ | — | |
William R. Guinn | | | | | | | | | | | | |
Registered investment companies (1) | | 26 | | $ | 4.39 billion | | | 0 | | $ | — | |
Other pooled investment companies (1) | | 25 | | $ | 1.46 billion | | | 4 | | $ | 198.93 million | |
Other accounts | | 1 | | $ | 48.41 million | | | 0 | | $ | — | |
| (1) | For registered investment companies and pooled investment vehicles managed, the number of vehicles reported for master feeder structures includes both the master fund and feeder funds while the corresponding total assets reported reflect the assets of the master fund only. |
Conflicts of Interest of the Adviser
From time to time, potential conflicts of interest may arise between an Investment Committee Member’s management of the investments of the Fund, on the one hand, and the management of other registered investment companies, pooled investment vehicles and other accounts (collectively, “other accounts”), on the other. The other accounts might have similar investment objectives or strategies as the Fund, track the same index the Fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund. The other accounts might also have different investment objectives or strategies than the Fund.
Knowledge and Timing of Fund Trades. A potential conflict of interest may arise as a result of the Investment Committee Member’s day-to-day management of a Fund. Because of their positions with the Fund, the Investment Committee Members know the size, timing and possible market impact of the Fund’s trades. It is theoretically possible that the Investment Committee Members could use this information to the advantage of other accounts they manage and to the possible detriment of the Fund.
Investment Opportunities. A potential conflict of interest may arise as a result of the Investment Committee Member’s management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both the Fund and other accounts managed by the Investment Committee Member, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Fund and other accounts. The Adviser has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.
Performance Fees. An Investment Committee Member may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the Investment Committee Member in that the Member may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to the Fund.
Compensation to Investment Committee Members
Messrs. Hunt and Guinn, as partners of Salient, indirectly own equity interests in the Adviser as well as in the general partner of another fund who is compensated directly on performance (based on an incentive allocation) and the size of the fund’s asset base. In addition, Messrs. Hunt and Guinn receive compensation based on objective and subjective performance assessments of their work, which may take into account the size of the Master Fund and the other funds within the Fund Complex and the management and servicing fees charged thereon, as well as other funds managed by Salient affiliates for which they have significant involvement.
Securities Ownership of Investment Committee Members
The table below shows the dollar range of the interests of each Fund beneficially owned as of December 31, 2017 by each Investment Committee Member.
Investment Committee Member | | Master Fund | | PMF Fund | | TEI Fund |
William B. Hunt | | None | | None | | None |
William R. Guinn | | None | | None | | None |
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 fourth 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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
(a) Not applicable.
(b) Not applicable.
Item 13. Exhibits.
(a)(1) Code of ethics that is subject to Item 2 is attached hereto.
(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.
(a)(3) Not applicable.
(a)(4) Proxy voting policies and procedures pursuant to Item 7 are attached hereto.
(b) Certifications pursuant to Rule 30a-2(b) are furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | The Endowment PMF Master Fund, L.P. | |
By (Signature and Title) | /s/ John A. Blaisdell | |
| John A. Blaisdell | |
| Principal Executive Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title) | /s/ John A. Blaisdell | |
| John A. Blaisdell | |
| Principal Executive Officer | |
By (Signature and Title) | /s/ John E. Price | |
| John E. Price | |
| Interim Principal Financial Officer | |