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)
712 W. 34th STREET, SUITE 201, AUSTIN, TX 78705
(Address of principal executive offices) (Zip code)
| With a copy to: |
William P. Prather III | George J. Zornada |
The Endowment PMF Master Fund, L.P. | K & L Gates LLP |
712 W. 34th Street, Suite 201 | State Street Financial Center |
Austin, TX 78705 | One Lincoln St. |
(Name and address of agent for service) | Boston, MA 02111-2950 |
| (617) 261-3231 |
| |
Registrant’s telephone number, including area code: (512) 660-5146
Date of fiscal year end: 3/31/24
Date of reporting period: 9/30/23
Item 1. Reports to Stockholders.
(a)
![](https://capedge.com/proxy/N-CSRS/0001398344-23-022486/fp0085465-2_i.jpg)
TABLE OF CONTENTS
The Endowment PMF Master Fund, L.P. | |
Statement of Assets, Liabilities and Partners’ Capital | 1 |
Schedule of Investments | 2 |
Statement of Operations | 7 |
Statements of Changes in Partners’ Capital | 8 |
Statement of Cash Flows | 9 |
Notes to Financial Statements | 10 |
Supplemental Information | 28 |
Privacy Policy | 30 |
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Statement of Assets, Liabilities and Partners’ Capital
September 30, 2023
(Unaudited)
Assets | | | | |
Investments in Investment Funds, at fair value (Cost $190,381,569) | | $ | 166,126,276 | |
Investments in affiliated Investment Funds for which ownership exceeds 5% of the Investment Fund’s capital, at fair value (Cost $109,098,142) | | | 48,539,161 | |
Investments in affiliated Investment Funds for which ownership exceeds 25% of the Investment Fund’s capital, at fair value (Cost $33,346,199) | | | — | |
Total investments (Cost $332,825,910) | | | 214,665,437 | |
Cash and cash equivalents | | | 18,013,628 | |
Receivable from investments sold | | | 403,182 | |
Prepaid liquidation fees (see note 8) | | | 666,250 | |
Prepaids and other assets | | | 96,401 | |
Total assets | | | 233,844,898 | |
Liabilities and Partners’ Capital | | | | |
Investment Management Fees payable | | | 75,179 | |
Administration fees payable | | | 13,781 | |
Accounts payable and accrued expenses | | | 234,275 | |
Total liabilities | | | 323,235 | |
Commitments and contingencies (see note 3) | | | | |
Partners’ capital | | | 233,521,663 | |
Total liabilities and partners’ capital | | $ | 233,844,898 | |
See accompanying notes to financial statements.
1
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments
September 30, 2023
(Unaudited)
| | Initial Investment Date (1) | | | Shares | | | Cost | | | Fair Value | | | % of Partners’ Capital | |
Investments in Investment Funds | | | | | | | | | | | | | | | | | | | | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies | | | | | | | | | | | | | | | | | | | | |
Cayman Islands | | | | | | | | | | | | | | | | | | | | |
Energy (1.99% of Partners’ Capital) | | | | | | | | | | | | | | | | | | | | |
Sentient Global Resources Fund III, L.P. | | | 2009 | | | | | | | $ | 11,451,979 | | | $ | 2,630,249 | | | | | |
Sentient Global Resources Fund IV, L.P. | | | 2011 | | | | | | | | 9,381,806 | | | | 2,013,246 | | | | | |
Private Equity (17.83% of Partners’ Capital) | | | | | | | | | | | | | | | | | | | | |
ABRY Advanced Securities Fund, L.P. | | | 2008 | | | | | | | | — | | | | 27,875 | | | | | |
Gavea Investment Fund II A, L.P. | | | 2007 | | | | | | | | — | | | | 40,753 | | | | | |
Gavea Investment Fund III A, L.P. | | | 2008 | | | | | | | | — | | | | 179,628 | | | | | |
India Asset Recovery Fund L.P. | | | 2006 | | | | | | | | — | | | | 1,307 | | | | | |
J.C. Flowers III L.P. (2) | | | 2009 | | | | | | | | 6,870,830 | | | | 1,050,940 | | | | | |
New Horizon Capital III, L.P. | | | 2008 | | | | | | | | — | | | | 93,926 | | | | | |
Northstar Equity Partners III (2) | | | 2011 | | | | | | | | 2,924,413 | | | | 1,478,563 | | | | | |
Orchid Asia IV, L.P. (2) | | | 2007 | | | | | | | | 4,777,774 | | | | 101,162 | | | | | |
Reservoir Capital Partners (Cayman), L.P. (2) | | | 2006 | | | | | | | | 167,530 | | | | 412,135 | | | | | |
Tiger Global Private Investment Partners V, L.P. | | | 2008 | | | | | | | | 6,571,472 | | | | 3,917,272 | | | | | |
Tiger Global Private Investment Partners VI, L.P. | | | 2010 | | | | | | | | — | | | | 2,291,089 | | | | | |
Trustbridge Partners II, L.P. (2) | | | 2007 | | | | | | | | 4,802,160 | | | | 3,671,759 | | | | | |
Trustbridge Partners III, L.P. (2)(3) | | | 2008 | | | | | | | | 17,688,343 | | | | 11,541,811 | | | | | |
Trustbridge Partners IV, L.P.(2) | | | 2011 | | | | | | | | 3,403 | | | | 16,839,857 | | | | | |
Real Estate (1.73% of Partners’ Capital) | | | | | | | | | | | | | | | | | | | | |
Forum European Realty Income III, L.P. | | | 2007 | | | | | | | | 4,466,262 | | | | 282,882 | | | | | |
Phoenix Asia Real Estate Investments II, L.P. | | | 2006 | | | | | | | | 3,650,617 | | | | 3,747,736 | | | | | |
Total Cayman Islands | | | | | | | | | | | 72,756,589 | | | | 50,322,190 | | | | | |
See accompanying notes to financial statements.
2
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
September 30, 2023
(Unaudited)
| | Initial Investment Date (1) | | | Shares | | | Cost | | | Fair Value | | | % of Partners’ Capital | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (Continued) |
United Kingdom | | | | | | | | | | | | | | | | | | | | |
Private Equity (0.05% of Partners’ Capital) | | | | | | | | | | | | | | | | | | | | |
Darwin Private Equity I L.P. | | | 2007 | | | | | | | $ | 6,816,923 | | | $ | 106,391 | | | | | |
Real Estate (0.07% of Partners’ Capital) | | | | | | | | | | | | | | | | | | | | |
Benson Elliot Real Estate Partners II, L.P. | | | 2006 | | | | | | | | 1,975,313 | | | | 36,199 | | | | | |
Patron Capital, L.P. II | | | 2005 | | | | | | | | 674,772 | | | | 5,990 | | | | | |
Patron Capital, L.P. III | | | 2007 | | | | | | | | 3,254,500 | | | | 133,415 | | | | | |
Total United Kingdom | | | | | | | | | | | 12,721,508 | | | | 281,995 | | | | | |
United States | | | | | | | | | | | | | | | | | | | | |
Energy (11.94% of Partners’ Capital) | | | | | | | | | | | | | | | | | | | | |
Energy & Minerals Group Fund II, L.P. (2) | | | 2011 | | | | | | | | 11,275,863 | | | | 13,354,342 | | | | | |
Intervale Capital Fund, L.P. | | | 2007 | | | | | | | | 2,305,488 | | | | 10,285 | | | | | |
Merit Energy Partners G, L.P. (2) | | | 2008 | | | | | | | | 15,463,328 | | | | 7,471,721 | | | | | |
Midstream & Resources Follow-On Fund, L.P. (3) | | | 2009 | | | | | | | | 3,459,071 | | | | 2,418,684 | | | | | |
NGP Energy Technology Partners II, L.P. (2) | | | 2008 | | | | | | | | 3,471,196 | | | | 1,578,186 | | | | | |
NGP IX Offshore Fund, L.P. (2) | | | 2007 | | | | | | | | 4,181,800 | | | | 91,888 | | | | | |
NGP Midstream & Resources, L.P. | | | 2007 | | | | | | | | 5,412,496 | | | | 587,982 | | | | | |
Quantum Parallel Partners V, LP (3) | | | 2008 | | | | | | | | 15,291,693 | | | | 2,258,881 | | | | | |
TPF II-A, L.P. (3) | | | 2008 | | | | | | | | 6,612,057 | | | | 99,701 | | | | | |
Event-Driven (2.28% of Partners’ Capital) | | | | | | | | | | | | | | | | | | | | |
BDCM Partners I, L.P. (6) | | | 2019 | | | | | | | | 7,437,015 | | | | 5,301,503 | | | | | |
Fortelus Special Situations Fund Ltd. (6) | | | 2019 | | | | | | | | — | | | | 11,169 | | | | | |
Private Equity (48.82% of Partners’ Capital) | | | | | | | | | | | | | | | | | | | | |
Advent Latin American Private Equity Fund IV-F L.P. | | | 2007 | | | | | | | | 1,095,662 | | | | 554,942 | | | | | |
Advent Latin American Private Equity Fund V-F L.P. | | | 2010 | | | | | | | | 6,023,757 | | | | 2,948,585 | | | | | |
BDCM Opportunity Fund II, L.P. | | | 2006 | | | | | | | | 2,732,650 | | | | 605,311 | | | | | |
See accompanying notes to financial statements.
3
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
September 30, 2023
(Unaudited)
| | Initial Investment Date (1) | | | Shares | | | Cost | | | Fair Value | | | % of Partners’ Capital | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (Continued) |
United States (Continued) |
Private Equity (48.82% of Partners’ Capital) (Continued) |
Catterton Growth Partners, L.P. (2) | | | 2007 | | | | | | | $ | 9,034,358 | | | $ | — | | | | | |
Chrysalis Ventures III, L.P. | | | 2006 | | | | | | | | 1,136,664 | | | | 410,169 | | | | | |
Crosslink Crossover Fund V, L.P. | | | 2007 | | | | | | | | 1,723,592 | | | | 671,345 | | | | | |
Crosslink Crossover Fund VI, L.P. | | | 2011 | | | | | | | | — | | | | 13,026,909 | | | | | |
Dace Ventures I, LP (3) | | | 2007 | | | | | | | | 1,894,196 | | | | 742,403 | | | | | |
Fairhaven Capital Partners, L.P. | | | 2007 | | | | | | | | 8,481,555 | | | | 1,661,539 | | | | | |
Founders Fund III, LP | | | 2010 | | | | | | | | — | | | | 23,280,256 | | | | | |
Founders Fund IV, LP | | | 2012 | | | | | | | | — | | | | 30,736,307 | | | | | |
Garrison Opportunity Fund II A LLC | | | 2010 | | | | | | | | — | | | | 7,936 | | | | | |
HealthCor Partners Fund, L.P. (3) | | | 2007 | | | | | | | | 1,594,814 | | | | 2,351,722 | | | | | |
MatlinPatterson Global Opportunities Partners III L.P. | | | 2007 | | | | | | | | 4,685,977 | | | | — | | | | | |
Middle East North Africa Opportunities Fund, L.P. (6) | | | 2019 | | | | 3,969 | | | | 3,969,272 | | | | 36,724 | | | | | |
Monomoy Capital Partners II, L.P. | | | 2011 | | | | | | | | 5,460,564 | | | | 1,187,023 | | | | | |
Pine Brook Capital Partners, L.P. | | | 2007 | | | | | | | | 9,523,957 | | | | 1,169,968 | | | | | |
Pinto America Growth Fund, L.P. | | | 2005 | | | | | | | | — | | | | 71,561 | | | | | |
Private Equity Investment Fund IV, L.P. (3) | | | 2005 | | | | | | | | 3,221,616 | | | | 430,266 | | | | | |
Private Equity Investment Fund V, L.P. (3) | | | 2009 | | | | | | | | 32,635,067 | | | | 17,289,541 | | | | | |
Saints Capital VI, L.P. (3) | | | 2008 | | | | | | | | 9,042,256 | | | | 1,605,650 | | | | | |
Sanderling Venture Partners VI Co-Investment Fund, L.P. | | | 2004 | | | | | | | | 1,146,840 | | | | 323,078 | | | | | |
Sanderling Venture Partners VI, L.P. | | | 2004 | | | | | | | | 517,676 | | | | 78,104 | | | | | |
Sterling Capital Partners II, L.P. (2) | | | 2005 | | | | | | | | 1,039,496 | | | | 57,303 | | | | | |
Strategic Value Global Opportunities Fund I-A, L.P. (3) | | | 2006 | | | | | | | | 157,773 | | | | 740,616 | | | | | |
Tenaya Capital V, LP | | | 2007 | | | | | | | | 286,205 | | | | 434,676 | | | | | |
Tenaya Capital VI, LP | | | 2012 | | | | | | | | 4,142,490 | | | | 4,899,465 | | | | | |
The Column Group, LP | | | 2007 | | | | | | | | — | | | | 4,627,500 | | | | | |
Trivest Fund IV, L.P.(3) | | | 2007 | | | | | | | | 14,000 | | | | — | | | | | |
See accompanying notes to financial statements.
4
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
September 30, 2023
(Unaudited)
| | Initial Investment Date (1) | | | Shares | | | Cost | | | Fair Value | | | % of Partners’ Capital | |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (Continued) |
United States (Continued) |
Private Equity (48.82% of Partners’ Capital) (Continued) |
Tuckerbrook SB Global Distressed Fund I, L.P. (3) | | | 2006 | | | | | | | $ | 434,042 | | | $ | 1,577,365 | | | | | |
Valiant Capital Partners LP (6) | | | 2019 | | | | | | | | 2,690,540 | | | | 2,187,266 | | | | | |
Voyager Capital Fund III, L.P. | | | 2006 | | | | | | | | 1,532,853 | | | | 284,619 | | | | | |
Real Estate (7.00% of Partners’ Capital) | | | | | | | | | | | | | | | | | | | | |
GTIS Brazil Real Estate Fund (Brazilian Real) LP (3) | | | 2008 | | | | | | | | 6,582,606 | | | | 3,614,571 | | | | | |
Lone Star Real Estate Fund II (U.S.), L.P. | | | 2009 | | | | | | | | — | | | | 8,126 | | | | | |
Monsoon Infrastructure & Realty Co-Invest, L.P. (3) | | | 2008 | | | | | | | | 6,167,911 | | | | 3,653,419 | | | | | |
Northwood Real Estate Co-Investors LP (2) | | | 2007 | | | | | | | | 1,835,971 | | | | 2,154,101 | | | | | |
Northwood Real Estate Partners LP (2) | | | 2007 | | | | | | | | 5,974,534 | | | | 6,710,070 | | | | | |
SBC US Fund II, LP (3) | | | 2011 | | | | | | | | 4,302,697 | | | | 214,531 | | | | | |
Relative Value (0.22% of Partners’ Capital) | | | | | | | | | | | | | | | | | | | | |
King Street Capital, L.P. (2)(6) | | | 2019 | | | | | | | | 10,016 | | | | 239,943 | | | | | |
Magnetar Capital Fund LP (6) | | | 2020 | | | | | | | | — | | | | 227,633 | | | | | |
PIPE Equity Partners, LLC (4)(5)(6) | | | 2003 | | | | | | | | 17,723,154 | | | | — | | | | | |
PIPE Select Fund, LLC (4)(5)(6) | | | 2009 | | | | | | | | 15,623,045 | | | | — | | | | | |
Stark Select Asset Fund, LLC (6) | | | 2018 | | | | | | | | — | | | | 56,367 | | | | | |
Total United States | | | | | | | | | | | 247,347,813 | | | | 164,061,252 | | | | | |
Total Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies | | | | | | | | | | | 332,825,910 | | | | 214,665,437 | | | | 91.93 | % |
Total Investments in Investment Funds(7) | | | | | | | | | | | 332,825,910 | | | | 214,665,437 | | | | 91.93 | % |
Total Investments | | | | | | | | | | $ | 332,825,910 | | | $ | 214,665,437 | | | | 91.93 | % |
The Master Fund’s total outstanding capital commitments to Investment Funds as of September 30, 2023 were $31,499,890. 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.
See accompanying notes to financial statements.
5
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
September 30, 2023
(Unaudited)
All investments are non-income producing unless noted otherwise.
(1) | All Investment Funds were received in an in-kind transfer of a portfolio of Investment Funds on March 31, 2014. |
(2) | Income producing investment. |
(3) | Affiliated investments for which ownership exceeds 5% of the Investment Fund’s capital (see note 5b). |
(4) | Affiliated investments for which ownership exceeds 25% of the Investment Fund’s capital (see note 5b). |
(5) | Investment was valued in good faith pursuant to procedures approved by the Board of Directors as of September 30, 2023. The total of all such investments represents 0.00% of partners’ capital. |
(6) | Investment Funds classified as “Hedge Funds” in the Master Fund’s limited partnership agreement. The cost and fair value of these Investment Funds as of September 30, 2023 was $47,453,042 and $8,060,605, respectively. |
(7) | Restricted investments as to resale. |
See accompanying notes to financial statements.
6
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Statement of Operations
Six Months Ended September 30, 2023
(Unaudited)
Investment income: | | | | |
Interest income | | $ | 563,672 | |
Dividend income from affiliated Investment Funds | | | 258,819 | |
Total investment income | | | 822,491 | |
Expenses: | | | | |
Foreign tax withholding (net of dividend income) | | | 1,450,324 | |
Investment Management Fees | | | 456,608 | |
Liquidation fees | | | 333,125 | |
Professional fees | | | 267,749 | |
Directors fees | | | 91,899 | |
Administration fees | | | 83,193 | |
Consulting fees | | | 43,844 | |
Custodian fees | | | 16,710 | |
Other expenses | | | 98,721 | |
Total expenses | | | 2,842,173 | |
Net investment loss | | | (2,019,682 | ) |
Net realized and unrealized gain (loss): | | | | |
Net realized gain (loss) from investments and foreign currency translations | | | (2,324,817 | ) |
Net realized gain (loss) from affiliated Investment Funds | | | (12,940,109 | ) |
Net realized gain (loss) | | | (15,264,926 | ) |
Change in unrealized appreciation/depreciation from investments and foreign currency translations | | | 34,160,303 | |
Change in unrealized appreciation/depreciation from affiliated Investment Funds | | | (13,710,039 | ) |
Change in unrealized appreciation/depreciation | | | 20,450,264 | |
Net realized and unrealized gain (loss) | | | 5,185,338 | |
Net increase in partners’ capital resulting from operations | | $ | 3,165,656 | |
See accompanying notes to financial statements.
7
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Statements of Changes in Partners’ Capital
Year Ended March 31, 2023, and Six Months Ended September 30, 2023 (Unaudited)
Partners’ capital at March 31, 2022 | | $ | 392,140,541 | |
Withdrawals | | | (86,595,583 | ) |
Net decrease in partners’ capital resulting from operations: | | | | |
Net investment income | | | 145,716 | |
Net realized gain from investments and foreign currency translations | | | 37,951,633 | |
Net realized loss from affiliated Investment Funds | | | (5,353,895 | ) |
Change in unrealized appreciation/depreciation from investments and foreign currency translations | | | (67,295,373 | ) |
Change in unrealized appreciation/depreciation from affiliated Investment Funds | | | (10,980,240 | ) |
Net decrease in partners’ capital resulting from operations | | | (45,532,159 | ) |
Partners’ capital at March 31, 2023 | | $ | 260,012,799 | |
Contributions | | | 7,217 | |
Withdrawals | | | (29,664,009 | ) |
Net increase in partners’ capital resulting from operations: | | | | |
Net investment loss | | | (2,019,682 | ) |
Net realized loss from investments and foreign currency translations | | | (2,324,817 | ) |
Net realized loss from affiliated Investment Funds | | | (12,940,109 | ) |
Change in unrealized appreciation/depreciation from investments and foreign currency translations | | | 34,160,303 | |
Change in unrealized appreciation/depreciation from affiliated Investment Funds | | | (13,710,039 | ) |
Net increase in partners’ capital resulting from operations | | | 3,165,656 | |
Partners’ capital at September 30, 2023 | | $ | 233,521,663 | |
See accompanying notes to financial statements.
8
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Statement of Cash Flows
Six Months Ended September 30, 2023
(Unaudited)
Cash flows from operating activities: | | | | |
Net increase in partners’ capital resulting from operations | | $ | 3,165,656 | |
Adjustments to reconcile net increase in partners’ capital resulting from operations to net cash provided by operating activities: | | | | |
Purchases of investments | | | (897,719 | ) |
Proceeds from disposition of investments | | | 22,529,041 | |
Proceeds from return of capital of investments | | | 13,559,815 | |
Net realized (gain) loss from investments and foreign currency translations | | | 2,324,817 | |
Net realized (gain) loss from affiliated Investment Funds | | | 12,940,109 | |
Change in unrealized appreciation/depreciation from investments and foreign currency translations | | | (34,160,303 | ) |
Change in unrealized appreciation/depreciation from affiliated Investment Funds | | | 13,710,039 | |
Change in operating assets and liabilities: | | | | |
Receivable from investments sold | | | 3,797,667 | |
Prepaids and other assets | | | (677,484 | ) |
Investment Management Fees payable | | | (9,949 | ) |
Administration fees payable | | | (10,505 | ) |
Accounts payable and accrued expenses | | | (106,839 | ) |
Net cash provided by operating activities | | | 36,164,345 | |
Cash flows from financing activities: | | | | |
Contributions | | | 7,217 | |
Withdrawals, net of change in withdrawals payable | | | (29,664,009 | ) |
Net cash used in financing activities | | | (29,656,792 | ) |
Effect of exchange rate changes in cash | | | 8 | |
Net change in cash and cash equivalents | | | 6,507,561 | |
Cash and cash equivalents at beginning of period | | | 11,506,067 | |
Cash and cash equivalents at end of period | | $ | 18,013,628 | |
See accompanying notes to financial statements.
9
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements
September 30, 2023
(Unaudited)
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 Cypress Creek Private Strategies Master Fund, L.P. (formerly Salient Private Access Master Fund, L.P., which was 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 Directors 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. d/b/a Cypress Creek Partners (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 (the “Advisers Act”). Under the Investment Management Agreement, the Adviser is responsible for the establishment of an investment committee (the “Investment Committee”), which is responsible for developing, implementing, and supervising the Master Fund’s investment program subject to the ultimate supervision of the Board.
Under the Master Fund’s organizational documents, the Master Fund’s 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.
10
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
September 30, 2023
(Unaudited)
(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.
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 is responsible for overseeing the Master Fund’s valuation policies, making recommendations to the Adviser on valuation-related matters, and overseeing implementation by the Adviser of such valuation policies.
Pursuant to Rule 2a-5 under the Advisers Act, the Board has delegated day-to-day management of the valuation process to the Adviser as the appointed Valuation Designee, which has established a valuation committee (the “Adviser Valuation Committee”) to carry out this function. The Valuation Designee is subject to the oversight of the Board. The Valuation Designee is responsible for assessing and managing key valuation risk, and is generally to review valuation methodologies, valuation determinations, and any information provided 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 September 30, 2023.
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 |
11
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
September 30, 2023
(Unaudited)
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.
| ● | SECURITIES LISTED ON A SECURITIES EXCHANGE OR OVER-THE-COUNTER EXCHANGES—In general, the Master Fund values these securities at their last sales price on the exchange or over-the-counter market on the valuation date. If the security is listed on more than one exchange, the Master Fund uses the price from the exchange that it considers to be the principal exchange on which the security is traded. If there have been no sales for that day on the exchange where the security is principally traded, then the price of the security will be valued at the mean between the closing bid and ask prices on the valuation date. Securities traded on a foreign securities exchange will generally be valued at their closing prices on the exchange where such securities are primarily traded, and translated into U.S. dollars at the current exchange rate. If an event occurred between the close of the foreign exchange and the valuation date of the Master Fund’s NAV that would materially affect the value of the security and the NAV of the Master Fund, the value of such security and the NAV of the Master Fund will be adjusted to reflect the change in the estimated value of the security. |
| ● | 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, 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
12
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
September 30, 2023
(Unaudited)
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. 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 September 30, 2023, 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 serves 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
13
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
September 30, 2023
(Unaudited)
upon challenge by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold and that would result in a tax benefit or expense to the Master Fund would be recorded as a tax benefit or expense in the current period.
For the six months ended September 30, 2023, 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.
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 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 members of the Adviser’s team. The Adviser Valuation Committee generally meets on a monthly basis to determine the valuations of the Master Fund’s investments. The valuations are supported by methodologies adopted by the Adviser and documented in the Adviser’s Valuation Policy.
14
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
September 30, 2023
(Unaudited)
The following is a summary categorization of the Master Fund’s investments based on the level of inputs utilized in determining the value of such investments as of September 30, 2023, and assets valued at NAV as practical expedient are listed in a separate column to permit reconciliation to the totals in the financial statements:
| | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS VALUED AT NAV AS A PRACTICAL EXPEDIENT | | | TOTAL | |
Investment Funds |
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies | | | | | | | | | | | | | | | | | | | | |
Energy | | $ | — | | | $ | — | | | $ | — | | | $ | 32,515,165 | | | $ | 32,515,165 | |
Event-Driven | | | — | | | | — | | | | — | | | | 5,312,672 | | | | 5,312,672 | |
Private Equity | | | — | | | | — | | | | — | | | | 155,752,617 | | | | 155,752,617 | |
Real Estate | | | — | | | | — | | | | — | | | | 20,561,040 | | | | 20,561,040 | |
Relative Value | | | — | | | | — | | | | — | | | | 523,943 | | | | 523,943 | |
Total | | $ | — | | | $ | — | | | $ | — | | | $ | 214,665,437 | | | $ | 214,665,437 | |
A reconciliation of assets in which Level 3 inputs are used in determining fair value, along with additional quantitative disclosures, are presented when there are significant Level 3 investments at the end of the period. As of September 30, 2023, there was not a significant amount of Level 3 investments in the Master Fund.
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.
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
15
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
September 30, 2023
(Unaudited)
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 September 30, 2023, 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. | | $ | 32,515 | | | $ | 12,039 | | Up to 10 years | N/A | N/A | Up to 15 years |
Event-Driven (b) | Strategies designed to profit from changes in the prices of securities of companies facing a major corporate event. | | | 5,312 | | | | N/A | | N/A | Quarterly | 45-90 | Up to 5 years; potential early withdrawal fee; potential fund-/investor-level gate; potential illiquid side pocket(s) |
Private Equity (c) | Investments in nonpublic companies. | | | 155,753 | | | | 15,693 | | 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. | | | 20,561 | | | | 3,768 | | Up to 10 years | N/A | N/A | Up to 10 years |
Relative Value (e) | Strategies seeking to profit from inefficiencies existing within capital structures, within markets, and across markets. | | | 524 | | | | N/A | | N/A | Quarterly | 30-120 | Up to 5 years; potential early withdrawal fee; potential fund-/investor-level gate; potential illiquid side pocket(s) |
| | | $ | 214,665 | | | $ | 31,500 | | | | | |
* | 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. |
16
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
September 30, 2023
(Unaudited)
(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. |
The Adviser monitors Investment Fund capital call activity and reviews regularly the Master Fund’s cash positions and anticipated activity, including planning any necessary redemptions of Investment Funds so that the Fund may cover any funding call by Investment Funds.
17
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
September 30, 2023
(Unaudited)
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 September 30, 2023:
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 |
Crosslink Crossover Fund VI, L.P. | 5.58% | Crosslink Crossover Fund VI, L.P., is a private equity fund that invests in growth-stage long and short public companies, and traditional private venture capital companies. | No | N/A | N/A |
Energy & Minerals Group Fund II, L.P. | 5.72% | A private equity fund which makes direct or indirect investment in the global natural resources sector. | Yes | N/A | N/A |
Founders Fund III, L.P. | 9.97% | Founders Fund III, L.P. makes venture capital investments in seed stage and early stage companies. | No | N/A | N/A |
Founders Fund IV, L.P. | 13.16% | Founders Fund IV, L.P. makes venture capital investments in seed stage and early stage companies. | No | N/A | N/A |
Private Equity Investment Fund V, L.P. | 7.40% | Private Equity Investment Fund V, L.P., is a private equity fund that invests in venture capital funds, leveraged buyout funds, and secondary funds. | No | N/A | N/A |
Trustbridge Partners IV, L.P. | 7.21% | Trustbridge Partners IV, L.P. is a private equity fund making growth equity and buyout investments in China. | No | 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.
18
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
September 30, 2023
(Unaudited)
(c) | REPURCHASE OF INTERESTS |
A partner will not have the right to require the Master Fund to repurchase all or any portion of an Interest at the partner’s discretion at any time. Partners may not be able to liquidate their investment other than as a result of repurchases of Interests as described below. Interests are not redeemable nor are they exchangeable for Interests or shares of any other fund.
The Master Fund anticipates making quarterly distributions on a pro rata basis 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. Total distributions during the year ended March 31, 2023, were $85,100,000, and total distributions of $29,100,000 were paid during the six months ended September 30, 2023.
(5) | INVESTMENTS IN PORTFOLIO SECURITIES |
As of September 30, 2023, the Master Fund held investments in Investment Funds. The agreements related to investments in Investment Funds provide for compensation to the Investment Funds’ managers/general partners or advisers in the form of management fees. 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 six months ended September 30, 2023, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were $897,719 and $22,529,041, 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 September 30, 2023, was $332,825,910, resulting in accumulated net unrealized depreciation of ($118,160,473), consisting of $98,617,112 in gross unrealized appreciation and ($216,777,585) in gross unrealized depreciation.
19
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
September 30, 2023
(Unaudited)
(b) | AFFILIATED INVESTMENT FUNDS |
At September 30, 2023, 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 partners’ capital. A listing of these affiliated Investment Funds, including activity for the period ended September 30, 2023, is shown below:
Affiliated Investment Funds | | Shares 3/31/23 | | | Shares 9/30/23 | | | Beginning Fair Value 3/31/23 | | | Cost of Purchases | | | Sales Proceeds* | | | Realized Gain (Loss) on Investments | | | Change in Unrealized Appreciation / Depreciation | | | Ending Fair Value 9/30/23 | | | Dividend Income | |
Ownership exceeds 5% of the Investment Fund’s Capital: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dace Ventures I, LP | | | | | | | | | | $ | 756,343 | | | $ | — | | | $ | — | | | $ | — | | | $ | (13,940 | ) | | $ | 742,403 | | | $ | — | |
GTIS Brazil Real Estate Fund (Brazilian Real) LP | | | | | | | | | | | 3,489,530 | | | | — | | | | — | | | | — | | | | 125,041 | | | | 3,614,571 | | | | — | |
HealthCor Partners Fund, L.P. | | | | | | | | | | | 2,615,467 | | | | 3,714 | | | | — | | | | — | | | | (267,459 | ) | | | 2,351,722 | | | | — | |
Midstream & Resources Follow-On Fund, L.P. | | | | | | | | | | | 2,419,703 | | | | — | | | | — | | | | — | | | | (1,019 | ) | | | 2,418,684 | | | | — | |
Monsoon Infrastructure & Realty Co-Invest, L.P. | | | | | | | | | | | 6,498,935 | | | | — | | | | (3,374,195 | ) | | | — | | | | 528,679 | | | | 3,653,419 | | | | — | |
Private Equity Investment Fund IV, L.P. | | | | | | | | | | | 454,198 | | | | — | | | | — | | | | — | | | | (23,932 | ) | | | 430,266 | | | | — | |
Private Equity Investment Fund V, L.P.** | | | | | | | | | | | 17,081,308 | | | | — | | | | — | | | | — | | | | 208,233 | | | | 17,289,541 | | | | — | |
Quantum Parallel Partners V, LP | | | | | | | | | | | 20,270,000 | | | | — | | | | 7,899,466 | | | | (12,824,889 | ) | | | (13,085,696 | ) | | | 2,258,881 | | | | — | |
Saints Capital VI, L.P. | | | | | | | | | | | 2,082,552 | | | | — | | | | — | | | | — | | | | (476,902 | ) | | | 1,605,650 | | | | — | |
SBC US Fund II, LP | | | | | | | | | | | 319,055 | | | | — | | | | — | | | | — | | | | (104,524 | ) | | | 214,531 | | | | — | |
Strategic Value Global Opportunities Fund I-A, L.P. | | | | | | | | | | | 738,342 | | | | — | | | | — | | | | — | | | | 2,274 | | | | 740,616 | | | | — | |
TPF II-A, L.P. | | | | | | | | | | | 101,724 | | | | — | | | | — | | | | — | | | | (2,023 | ) | | | 99,701 | | | | — | |
Trivest Fund IV, L.P. | | | | | | | | | | | 39,316 | | | | — | | | | (52,650 | ) | | | — | | | | 13,334 | | | | — | | | | — | |
Trustbridge Partners III, L.P. | | | | | | | | | | | 12,158,122 | | | | 20,634 | | | | 90,380 | | | | (115,220 | ) | | | (612,105 | ) | | | 11,541,811 | | | | 258,819 | |
Tuckerbrook SB Global Distressed Fund I, L.P. | | | | | | | | | | | 1,577,365 | | | | — | | | | — | | | | — | | | | — | | | | 1,577,365 | | | | — | |
Total | | | | | | | | | | | 70,601,960 | | | | 24,348 | | | | 4,563,001 | | | | (12,940,109 | ) | | | (13,710,039 | ) | | | 48,539,161 | | | | 258,819 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ownership exceeds 25% of the Investment Fund’s Capital: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PIPE Equity Partners, LLC | | | | | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
PIPE Select Fund, LLC | | | | | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Total | | | | | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Total Affiliated Investment Funds | | | | | | | | | | $ | 70,601,960 | | | $ | 24,348 | | | $ | 4,563,001 | | | $ | (12,940,109 | ) | | $ | (13,710,039 | ) | | $ | 48,539,161 | | | $ | 258,819 | |
* | Sales include return of capital. |
** | Voting rights have been waived for this investment. |
20
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
September 30, 2023
(Unaudited)
(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 fee incurred for the six months ended September 30, 2023, was $83,193, of which $13,781 was outstanding as a payable at September 30, 2023.
(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 0.40% on an annualized basis of the Master Fund’s partners’ capital at the end of each month, payable monthly in arrears, until the period ending March 31, 2024, when the Adviser will no longer receive the Investment Management Fee.
In addition, effective April 1, 2019, the Investment Management Fee will not be charged on any Investment Fund classified as a “Hedge Fund” (as defined in the Master Fund’s Limited Partnership Agreement and disclosed on the Schedule of Investments), with any such Hedge Fund remaining in the Master Fund’s portfolio at that time being excluded from the calculation.
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 six months ended September 30, 2023, $456,608 was incurred for Investment Management Fees, of which $75,179 was outstanding as a payable at September 30, 2023.
(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 (the “Expense Limitation”).
Under the Expense Limitation, 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.
21
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
September 30, 2023
(Unaudited)
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 six months ended September 30, 2023, no such expense waiver or recoupment has been incurred by the Master Fund.
(c) | LIQUIDATION ADMINISTRATION AGREEMENT |
Effective July 17, 2023, the Adviser was appointed by the Board to serve as Liquidation Administration Agent (the “Agent), to foster the prompt liquidation of the business and administrative affairs of the Master Fund. In consideration for these services, the Master Fund will pay the Adviser a liquidating agent service fee (the “Liquidating Agent Service Fee”) that will be paid in four installments over the course of the liquidation process. The Liquidating Agent Service Fee will be reviewed and potentially adjusted based on the NAV of the Master Fund as of March 31, 2024.
The Master Fund’s partners bear an indirect portion of the Liquidating Agent Service Fee paid by the Master Fund. The Liquidating Agent Service Fee decreases the net profits or increases the net losses of the Master Fund that are credited to or debited against the capital accounts of its partners. For the six months ended September 30, 2023, $333,125 was incurred for the Liquidating Agent Service Fee, of which $666,250 was remaining as a prepaid asset at September 30, 2023.
| | Six Months Ended September 30, 2023 (Unaudited) | | | Year Ended March 31, 2023 | | | Period Ended March 31, 2022* | | | Year Ended December 31, 2021 | | | Year Ended December 31, 2020 | | | Year Ended December 31, 2019 | | | Year Ended December 31, 2018 | |
Net investment income (loss) to average partners’ capital (1) | | | (1.75 | )% | | | 0.05 | % | | | (0.73 | )% | | | (0.32 | )% | | | (0.26 | )% | | | 0.20 | % | | | 0.15 | % |
Expenses to average partners’ capital (1),(2) | | | 2.46 | % | | | 0.77 | % | | | 0.86 | % | | | 0.71 | % | | | 0.61 | % | | | 0.60 | % | | | 0.61 | % |
Portfolio Turnover | | | 0.40 | % | | | 1.06 | % | | | 0.96 | % | | | 18.69 | % | | | 3.04 | % | | | 2.00 | % | | | 1.51 | % |
Internal rate of return since inception (3) | | | 4.42 | % | | | 4.44 | % | | | 5.20 | % | | | 5.21 | % | | | 4.67 | % | | | 3.59 | % | | | 2.91 | % |
Total Return (4) | | | 1.43 | % | | | (14.10 | )% | | | (3.11 | )% | | | 11.89 | % | | | 19.06 | % | | | 6.10 | % | | | (2.44 | )% |
Partners’ capital, end of period (000’s) | | $ | 233,522 | | | $ | 260,013 | | | $ | 392,141 | | | $ | 405,079 | | | $ | 521,696 | | | $ | 490,231 | | | $ | 578,662 | |
An investor’s return (and operating ratios) may vary from those reflected based on the timing of capital transactions.
* | The Master Fund has changed its fiscal year end from December 31 to March 31. This period represents the 3-month period from January 1, 2022, to March 31, 2022. |
(1) | Ratios are calculated by dividing the indicated amount by average partners’ capital measured at the end of each month during the period. Ratios are annualized for periods less than 12 months. |
(2) | Expense ratios do not include expenses of acquired funds that are paid indirectly by the Master Fund as a result of its ownership in the underlying funds. |
22
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
September 30, 2023
(Unaudited)
(3) | 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 September 30, 2023 (the residual value). |
(4) | The total return of the Master Fund is calculated as geometrically linked monthly returns for each month in the period, not annualized for periods less than 12 months. |
(10) | INVESTMENT-RELATED RISKS |
All securities investing and trading activities risk the loss of capital. No assurance can be given that the Master Fund’s or any Investment Fund’s investment activities will be successful or that the Partners will not suffer losses.
In general, these principal risks exist whether the investment is made by an Investment Fund or held by the Master Fund directly and therefore for convenience purposes, the description of such risks in terms of an Investment Fund is intended to include the same risks for investments made directly by the Master Fund. It is possible that an Investment Fund (or the Master Fund) will make (or hold) an investment that is not described below, and any such investment will be subject to its own particular risks. For purposes of this discussion, references to the activities of the Investment Funds should generally be interpreted to include the activities of an Investment Manager. The risks and considerations described below are intended to reflect the Master Fund’s anticipated holdings.
(a) | HIGHLY VOLATILE MARKETS RISK |
The prices of an Investment Fund’s underlying investments, and therefore the NAV of the Master Fund’s Interests, can be highly volatile. Price movements of forward contracts, futures contracts and other derivative contracts in which an Investment Fund may invest are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies, financial instruments and interest rate-related futures and options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Moreover, since internationally there may be less government supervision and regulation of worldwide stock exchanges and clearinghouses than in the U.S., Investment Funds also are subject to the risk of the failure of the exchanges on which their positions trade or of their clearinghouses, and there may be a higher risk of financial irregularities and/or lack of appropriate risk monitoring and controls.
(b) | NON-U.S. INVESTMENT RISK |
Investment Funds may invest in securities of non-U.S. issuers and the governments of non-U.S. countries. These investments involve special risks not usually associated with investing in securities of U.S. companies or the U.S. government, including political and economic considerations, such as greater risks of expropriation and nationalization, confiscatory taxation, the potential difficulty of repatriating funds, general social, political and economic instability and adverse diplomatic developments; the possibility of the imposition of withholding or other taxes on dividends, interest, capital gain or other income; the small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict the Investment Funds’ investment opportunities. In addition, because non-U.S. entities are not subject to uniform accounting, auditing, and financial reporting standards, practices and requirements comparable with those
23
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
September 30, 2023
(Unaudited)
applicable to U.S. companies, there may be different types of, and lower quality, information available about a non-U.S. company than a U.S. company. There is also less regulation, generally, of the securities markets in many foreign countries than there is in the U.S., and such markets may not provide the same protections available in the U.S. With respect to certain countries there may be the possibility of political, economic or social instability, the imposition of trading controls, import duties or other protectionist measures, various laws enacted for the protection of creditors, greater risks of nationalization or diplomatic developments which could materially adversely affect the Investment Funds’ investments in those countries. Furthermore, individual economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments position. An Investment Fund’s investment in non-U.S. countries may also be subject to withholding or other taxes, which may be significant and may reduce the Investment Fund’s returns.
Brokerage commissions, custodial services and other costs relating to investment in international securities markets generally are more expensive than in the U.S. In addition, clearance and settlement procedures may be different in foreign countries and, in certain markets, such procedures have been unable to keep pace with the volume of securities transactions, thus making it difficult to conduct such transactions.
Investment in sovereign debt obligations of non-U.S. governments involves additional risks not present in debt obligations of corporate issuers and the U.S. government. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or pay interest when due in accordance with the terms of such debt, and an Investment Fund may have limited recourse to compel payment in the event of a default. A sovereign debtor’s willingness or ability to repay principal and to pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward international lenders, and the political constraints to which the sovereign debtor may be subject. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt to a greater extent than the volatility inherent in debt obligations of other types of issues.
(c) | INVESTMENT IN EMERGING MARKETS RISK |
The Master Fund may hold investments in Investment Funds that focus on “emerging markets” (defined below), and the Adviser anticipates that this will continue. Investment Funds may invest in securities of companies based in emerging markets or issued by the governments of such countries. Securities traded in certain emerging markets may be subject to risks due to the inexperience of financial intermediaries, the lack of modern technology, the lack of a sufficient capital base to expand business operations, and the possibility of temporary or permanent termination of trading. Political and economic structures in many emerging markets may be undergoing significant evolution and rapid development, and emerging markets may lack the social, political and economic stability characteristics of more developed countries. As a result, the risks relating to investments in foreign securities described above, including the possibility of nationalization or expropriation, may be heightened. In addition, certain countries may restrict or prohibit investment opportunities in issuers or industries deemed important to national interests. Such restrictions may affect the market price, liquidity and rights of securities that may be purchased by Investment Funds. Settlement mechanisms in emerging securities markets may be less efficient and less reliable than in more developed markets and placing securities with a custodian or broker-dealer in an emerging country also may present considerable risks. The small size of securities markets in such countries and the low volume of trading may result in a lack of liquidity and in substantially greater price volatility. Many emerging market countries have experienced substantial, and in some periods extremely high rates of inflation for many years. Inflation and rapid fluctuations in inflation rates and corresponding currency devaluations and fluctuations in the rate of exchange between currencies and costs associated with currency conversion have had and may continue to have negative effects on the economies and securities markets
24
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
September 30, 2023
(Unaudited)
of certain emerging market countries. In addition, accounting and financial reporting standards that prevail in certain of such countries are not equivalent to standards in more developed countries and, consequently, less information is available to investors in companies located in such countries.
The market value of fixed income investments changes in response to interest rate changes and other factors. During periods of rising interest rates, the values of outstanding fixed income securities generally decrease. Moreover, while securities with longer maturities tend to produce higher yields, the prices of longer maturity securities are also subject to greater market value fluctuations as a result of changes in interest rates. During periods of falling interest rates, certain debt obligations with high interest rates may be prepaid (or “called”) by the issuer prior to maturity. This may cause the weighted average weighted maturity of investments to fluctuate and may require investments to invest the resulting proceeds at lower interest rates. Income from the investment’s debt securities portfolio will decline if and when the investment invests the proceeds from matured, traded or called securities in securities with market interest rates that are below the current earnings rate of the investment’s portfolio. A rise in interest rates may also increase volatility and reduce liquidity in the fixed income markets, and result in a decline in the value of the fixed income investments held by Investments. Reductions in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets.
In addition, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Master Fund invests, which in turn could negatively impact the Master Fund’s performance and cause losses on your investment in the Master Fund. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken worldwide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. As a result of these market conditions, the Master Fund’s NAV may fluctuate. Fixed income securities may also be subject to credit risk, which is the possibility that an issuer will be unable or unwilling to make timely payments of either principal or interest. Changes in the actual or perceived creditworthiness of an issuer, factors affecting an issuer directly (such as management changes, labor relations, collapse of key suppliers or customers, or material changes in overhead), factors affecting the industry in which a particular issuer operates (such as competition or technological advances) and changes in general social, economic or political conditions can increase the risk of default by an issuer, which can affect a security’s credit quality or value. Since the Master Fund and investments may purchase securities backed by credit enhancements from banks and other financial institutions, changes in the credit ratings of these institutions could cause the Master Fund to lose money and may affect the Fund’s NAV. Moreover, in order to enforce its rights in the event of a default, bankruptcy or similar situation, the Master Fund may be required to retain legal or similar counsel, which may increase the Master Fund’s operating expenses and adversely affect the Master Fund’s NAV.
(e) | FOREIGN CURRENCY TRANSACTIONS AND EXCHANGE RATE RISK |
Investment Funds may invest in equity and equity-related securities denominated in non-U.S. currencies and in other financial instruments, the price of which is determined with reference to such currencies. Investment Funds may engage in foreign currency transactions for a variety of purposes, including to “lock in” the U.S. dollar price of the security, between the trade and the settlement dates, the value of a security an Investment Fund has agreed to buy or sell, or to hedge the U.S. dollar value of securities the Investment Fund already owns. The Investment Funds
25
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
September 30, 2023
(Unaudited)
also may engage in foreign currency transactions for non-hedging purposes to generate returns. The Master Fund will, however, value its investments and other assets in U.S. dollars. To the extent unhedged, the value of the Master Fund’s net assets will fluctuate with U.S. dollar exchange rates as well as with price changes of an Investment Fund’s investments in the various local markets and currencies. Forward currency contracts and options may be utilized by Investment Funds to hedge against currency fluctuations, but the Investment Funds are not required to utilize such techniques, and there can be no assurance that such hedging transactions will be available or, even if undertaken, effective.
The Master Fund will hold Investment Funds whose Investment Managers take long positions in securities believed to be undervalued and short positions in securities believed to be overvalued. In the event that the perceived mispricings underlying one or more Investment Managers’ trading positions were to fail to converge toward, or were to diverge further from, relationships expected by such Investment Managers, the Master Fund may incur significant losses.
Substantial transaction failure risks are involved in companies that are the subject of publicly disclosed mergers, takeover bids, exchange offers, tender offers, spin-offs, liquidations, corporate restructuring, and other similar transactions. Similarly, substantial risks are involved in investments in companies facing negative publicity or uncertain litigation. Thus, there can be no assurance that any expected transaction will take place, that negative publicity will not continue to affect a company or that litigation will be resolved in a company’s favor. Certain transactions are dependent on one or more factors to become effective, such as market conditions which may lead to unexpected positive or negative changes in a company profile, shareholder approval, regulatory and various other third party constraints, changes in earnings or business lines or shareholder activism as well as many other factors. No assurance can be given that the transactions entered into will result in a profitable investment for the Investment Funds or that the Investment Funds will not incur substantial losses.
The issuers of securities acquired by Investment Funds sometimes involve a high degree of business and financial risk. These companies may be in an early stage of development, may not have a proven operating history, may be operating at a loss or have significant variations in operating results, may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence, may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position, or may otherwise have a weak financial condition.
Issuers of securities acquired by Investment Funds may be highly leveraged. Leverage may have important adverse consequences to these companies and an Investment Fund as an investor. These companies may be subject to restrictive financial and operating covenants. The leverage may impair these companies’ ability to finance their future operations and capital needs. As a result, these companies’ flexibility to respond to changing business and economic conditions and to business opportunities may be limited. A leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.
In addition, such companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel.
26
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
September 30, 2023
(Unaudited)
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, and there were no subsequent events that needed to be disclosed other than those events that have been disclosed elsewhere in these financial statements.
27
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information
September 30, 2023
(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 $35,000 paid quarterly. There are currently six Independent Directors. In the interest of retaining Independent Directors of the highest quality, the Board intends to periodically review such compensation and may modify it as the Board deems appropriate.
Allocation of Investments
The following chart indicates the allocation of investments among the asset classes in the Master Fund as of September 30, 2023.
Asset Class (1) | | Fair Value | | | % | |
Energy | | $ | 32,515,165 | | | | 15.15 | |
Event-Driven | | | 5,312,672 | | | | 2.47 | |
Private Equity | | | 155,752,617 | | | | 72.56 | |
Real Estate | | | 20,561,040 | | | | 9.58 | |
Relative Value | | | 523,943 | | | | 0.24 | |
Total Investments | | $ | 214,665,437 | | | | 100.00 | |
(1) | The complete list of investments included in the following asset class categories is included in the Schedule of Investments of the Master Fund. |
Form N-PORT Filings
The Master Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Master Fund’s Form N-PORT’s are available on the SEC’s website at http://www.sec.gov.
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.
28
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
September 30, 2023
(Unaudited)
Additional Information
The Master Fund’s registration statement includes additional information about Directors of the Master Fund. The registration statement is available, without charge, upon request by calling 1-800-725-9456.
29
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Privacy Policy
(Unaudited)
FACTS | WHAT DOES CYPRESS CREEK PARTNERS1 (“CCP”) DO WITH YOUR PERSONAL INFORMATION? |
| | | |
WHY? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| | | |
WHAT? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social security number ● Income ● Assets ● Account balances ● Wire transfer instructions ● Transaction history When you are no longer our customer, we continue to share information about you as described in this notice. |
| | | |
HOW? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons CCP chooses to share; and whether you can limit this sharing. |
| | | |
Reasons we can share your personal information | Does CCP Share? | Can you limit this sharing? |
For our everyday business purposes - such as to process your transactions, maintain your accounts(s) or respond to court orders and legal investigations. | Yes | No |
For our marketing purposes - to offer our products and services to you | Yes | No |
For joint marketing with other financial companies | No | We do not share |
For our affiliates’ everyday business purposes - information about your transactions and experiences | No | We do not share |
For our affiliates’ everyday business purposes – information about your creditworthiness | No | We do not share |
For non-affiliates to market to you | No | We do not share |
| |
Questions? | Call CCP at (512) 660-5146 |
1 | Endowment Advisers, L.P., d/b/a Cypress Creek Partners |
30
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Privacy Policy, continued
(Unaudited)
Page 2 | |
Who we are |
Who is providing this notice? | This notice pertains to CCP, the registered and private funds it manages (as follows), and each funds’ general partner. ● The Endowment PMF Master Fund, L.P. ● The PMF Fund, L.P. ● PMF TEI Fund, L.P. ● PMF Offshore TEI Fund, Ltd. ● Cypress Creek Private Strategies Master Fund, L.P. ● Cypress Creek Private Strategies Registered Fund, L.P. ● Cypress Creek Private Strategies TEI Fund, L.P. ● Cypress Creek Private Strategies Institutional Fund, L.P. ● Cypress Creek Private Strategies Domestic Fund, L.P. ● Cypress Creek Private Strategies Offshore TEI Fund, Ltd. ● Cypress Creek Private Strategies Onshore Fund, L.P. ● Cypress Creek Private Strategies Offshore Fund, L.P. ● Cypress Creek Private Strategies Offshore Blocker Fund, LLC ● CCP Coastal Redwood Fund, L.P. ● CCP Sierra Redwood Fund, L.P. ● Marinas I SPV LLC ● CCP GP Fund LLC ● CCP Trinity Aquifer, LLC ● CCP Dawn Redwood Fund, L.P. |
What we do |
How does CCP protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does CCP collect my personal information? | We collect your personal information, for example, when you ● Open an account ● Enter into an investment advisory contract ● Seek financial advice ● Make deposits or withdrawals from your account ● Provide account information |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes—information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
31
THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)
Privacy Policy, continued
(Unaudited)
Page 3 | |
Definitions |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ● CCP does not share with our affiliates. |
Non-affiliates | Companies not related by common ownership or control. They can be financial and non-financial companies. ● CCP does not share with non-affiliates so they can market to you. |
Joint Marketing | A formal agreement between non-affiliated financial companies that together market financial products or services to you. ● CCP does not jointly market. |
Other important information |
n/a |
32
Investment Adviser
Endowment Advisers, L.P., d/b/a Cypress Creek Partners
Administrator and Transfer Agent
UMB Fund Services, Inc.
Custodian
UMB Bank, N.A.
Independent Registered Public Accounting Firm
RSM US LLP
Legal Counsel
K&L Gates LLP
![](https://capedge.com/proxy/N-CSRS/0001398344-23-022486/fp0085465-2_34.jpg)
Item 1. Reports to Stockholders Continued.
(b) Not applicable.
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Schedule of Investments as of the close of the reporting period is included in the report to the shareholders filed under item 1 of this form.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is (i) accumulated and communicated to the investment company’s management, including its certifying officers, to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the 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) Not applicable.
(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.
(a)(3) Not applicable.
(a)(4) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) are furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | The Endowment PMF Master Fund, L.P. | |
By (Signature and Title) | /s/ William P. Prather III | |
| William P. Prather III | |
| 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/ William P. Prather III | |
| William P. Prather III | |
| Principal Executive Officer | |
By (Signature and Title) | /s/ Benjamin Murray | |
| Benjamin Murray | |
| Principal Financial Officer | |