UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-21527 THE ENDOWMENT MASTER FUND, L.P. (Exact name of registrant as specified in charter) 4265 SAN FELIPE, SUITE 900, HOUSTON, TX 77027 (Address of principal executive offices) (Zip code) A. HAAG SHERMAN THE ENDOWMENT MASTER FUND, L.P. 4265 SAN FELIPE, SUITE 900, HOUSTON, TX 77027 (Name and address of agent for service) Registrant's telephone number, including area code: 800-725-9456 Date of fiscal year end: 12/31/05 Date of reporting period: 12/31/05 Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. ITEM 1. REPORTS TO STOCKHOLDERS. LOGO THE ENDOWMENT MASTER FUND, L.P. SHAREHOLDERS' REPORT December 31, 2005 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Partners The Endowment Master Fund, L.P.: We have audited the accompanying statement of assets, liabilities, and partners' capital of The Endowment Master Fund, L.P. (the Fund), including the schedule of investments, as of December 31, 2005, and the related statement of operations for the year then ended, the statements of changes in partners' capital and cash flows for each of the years in the two-year period then ended, and the financial highlights for each of the years in the two year period ended December 31, 2005 and for the period April 1, 2003 (inception) through December 31, 2003. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2005, by correspondence with custodians and investees. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Endowment Master Fund, L.P. as of December 31, 2005, the results of its operations for the year then ended, the changes in its partners' capital and cash flows for the years ended December 31, 2005 and 2004, and the financial highlights for the years ended December 31, 2005 and 2004 and for the period April 1, 2003 (inception) through December 31, 2003, in conformity with U.S. generally accepted accounting principles. /s/ KPMG LLP Houston, Texas February 21, 2006 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) STATEMENT OF ASSETS, LIABILITIES, AND PARTNERS' CAPITAL DECEMBER 31, 2005 <Table> ASSETS Investments in Investment Funds, at estimated fair value (cost $276,224,566)....................................... $333,925,065 Investments in securities, at value (cost $33,754,052)...... 41,376,171 ------------ Total investments......................................... 375,301,236 Cash and cash equivalents................................... 290,074 Prepaid contributions to Investment Funds................... 15,100,000 Interest and dividends receivable........................... 781,816 Receivable from Investment Funds............................ 349,183 Prepaids and other assets................................... 11,726 ------------ Total assets.............................................. 391,834,035 ============ LIABILITIES AND PARTNERS' CAPITAL Line of credit.............................................. 14,390,426 Management fees payable..................................... 912,980 Offshore withholding tax payable............................ 232,692 Administration fees payable................................. 21,178 Accounts payable and accrued expenses....................... 107,700 ------------ Total liabilities......................................... 15,664,976 ------------ Paid in capital............................................. 310,846,441 Net unrealized gain on investments.......................... 65,322,618 ------------ Partners' capital......................................... 376,169,059 ------------ Total liabilities and partners' capital................... $391,834,035 ============ </Table> See accompanying notes to financial statements. 1 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SCHEDULE OF INVESTMENTS DECEMBER 31, 2005 <Table> <Caption> % OF SHARES/ PARTNERS' PAR VALUE* FAIR VALUE CAPITAL ---------- ------------ --------- Investments in Investment Funds Limited Partnerships and Limited Liability Companies United States Domestic Equity (14.71% of Partners' Capital) Caduceus Capital II, L.P. .......................... $ 7,416,654 Contrarian Capital Distressed Equity Fund, L.P. .... 4,773,350 Copper Arch Fund, L.P. ............................. 5,903,382 Criterion Institutional Partners, L.P. ............. 2,100,909 Everglades Partners, L.P. .......................... 1,465,449 GMO U.S. Aggressive Long/Short Fund (Onshore)....... 8,662,800 Leaf Investment Partners, L.P. ..................... 3,451,589 Sci-Tech Investment Partners, L.P. ................. 1,052,573 Shumway Equity Fund, L.P. .......................... 6,370,869 The Raptor Global Fund, L.P. ....................... 8,411,201 Tiger Consumer Partners, L.P. ...................... 5,741,711 International Equity (17.43% of Partners' Capital) Avenue Asia Equity Investments L.P. ................ 1,045,366 Boyer Allan Pacific Partners, L.P. ................. 9,901,305 CCM International Small Cap Value Fund, L.P. ....... 1,006,395 Gradient Europe Fund................................ 4,607,527 L-R Global Fund Partners, L.P. ..................... 2,273,011 SR Global Fund -- Asia Portfolio (Class B, L.P.).... 6,327,711 SR Global Fund -- Europe Portfolio (Class A, L.P.)............................................ 4,667,831 SR Global Fund -- International Portfolio (Class C, L.P.)............................................ 9,931,234 SR Global Fund -- Emerging Markets Portfolio (Class G, L.P.)......................................... 7,842,611 Steel Partners Japan, L.P. ......................... 3,609,668 Taiyo Fund, L.P. ................................... 1,506,106 The Explorador Fund, L.P. .......................... 5,426,387 Torrey Pines Fund, LLC.............................. 7,420,988 Opportunistic Equity (8.37% of Partners' Capital) AQR Absolute Return Institutional Fund, L.P. ....... 5,613,792 Global Undervalued Securities Fund.................. 9,883,136 GMO Mean Reversion Fund (Onshore)................... 9,639,588 Maverick Fund USA, Ltd. ............................ 6,361,688 Absolute Return (8.36% of Partners' Capital) Black River Global Multi-Strategy Leveraged Fund, LLC.............................................. 9,257,991 Courage Special Situations Fund, (Class C, L.P.).... 7,114,262 Harbert Convertible Arbitrage Fund, L.P. ........... 8,494,047 M&M Arbitrage, LLC.................................. 5,638,375 Silverback Partners, L.P. .......................... 947,554 Real Estate (5.55% of Partners' Capital) Aslan Realty Partners III, LLC...................... 327,725 Clarion Global Fund, L.P. .......................... 1,022,671 Clarion CRA Hedge Fund, L.P. ....................... 2,215,706 Mercury Special Situations Fund..................... 5,086,236 </Table> See accompanying notes to schedule of investments. 2 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SCHEDULE OF INVESTMENTS DECEMBER 31, 2005 -- (CONTINUED) <Table> <Caption> % OF SHARES/ PARTNERS' PAR VALUE* FAIR VALUE CAPITAL ---------- ------------ --------- MONY/Transwestern Mezzanine Realty Partners II, LLC.............................................. 928,743 NL Ventures V, L.P. ................................ 3,000,000 Security Capital, L.P. ............................. 4,998,612 Wells Street Partners, LLC.......................... 3,279,943 Natural Resources (9.14% of Partners' Capital) Cambridge Energy, L.P. ............................. 9,061,960 The Ospraie Fund L.P. .............................. 9,047,381 Tocqueville Gold Partners, L.P. .................... 6,056,375 Treaty Oak Partners, L.P. .......................... 10,194,580 Private Equity (7.41% of Partners' Capital) Cap Royalty Partners L.P. .......................... 97,982 Cogene Biotech Ventures II, L.P. ................... 18,628 Crosslink Crossover Fund IV, L.P. .................. 4,932,562 PIPE Equity Partners LLC............................ 7,876,507 Private Equity Investors, L.P. ..................... 377,926 Protege Partners, L.P. ............................. 4,566,722 Q Investments....................................... 8,428,850 Sanderling Venture VI Co-Investment Fund, L.P. ..... 255,681 Sanderling Venture VI, L.P. ........................ 118,276 Sterling Capital Partners II........................ 201,507 Sterling Group Partners II.......................... 263,850 Venture Capital Fund of America..................... 733,541 Enhanced Fixed Income (12.52% of Partners' Capital) Arx Global High Yield Securities Fund I L.P. ....... 7,744,121 BDC Partners I, L.P. ............................... 12,906,149 Contrarian Capital Fund I, L.P. .................... 7,318,500 Greylock Global Opportunity Fund, L.P. ............. 7,311,687 Harbert Distressed Investment Fund, L.P. ........... 8,404,630 Ore Hill, L.P. ..................................... 3,421,724 ------------ Total United States.............................. 314,065,835 ------------ British Virgin Islands Real Estate (0.08% of Partners' Capital) Patron Capital, L.P. II............................. 292,792 ------------ Total British Virgin Islands..................... 292,792 ------------ Total Limited Partnerships and Limited Liability Companies (Cost $259,687,154).................. 314,358,627 83.57% Passive Foreign Investment Corporations United States International Equity (1.08% of Partners' Capital) India Capital Fund Ltd. A2 Shares................... 4,069,025 ------------ Total United States.............................. 4,069,025 Republic of Mauritius International Equity (0.83% of Partners' Capital) Boyer Allan India Fund, Inc. ....................... 3,121,902 ------------ Total Republic of Mauritius...................... 3,121,902 ------------ </Table> See accompanying notes to schedule of investments. 3 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SCHEDULE OF INVESTMENTS DECEMBER 31, 2005 -- (CONTINUED) <Table> <Caption> % OF SHARES/ PARTNERS' PAR VALUE* FAIR VALUE CAPITAL ---------- ------------ --------- Total Passive Foreign Investment Corporations (Cost $5,000,000).............................. 7,190,927 1.91% Bermuda Exempted Fund Company Private Equity (1.05% of Partners' Capital) Highland CDO Opportunity Fund....................... 3,931,768 ------------ Total Bermuda Exempted Fund Company (Cost $4,000,000).................................... 3,931,768 1.05% Cayman Company Limited by Shares United States Absolute Return (2.24% of Partners' Capital) Overseas CAP Partners, Inc. ........................ 8,443,743 ------------ Total Cayman Company Limited by Shares (Cost $7,537,412).................................... 8,443,743 2.24% ------------ Total Investments in Investment Funds (Cost $276,224,566).................................. 333,925,065 88.77% Investments in Securities Registered Investment Companies United States International Equity (1.57% of Partners' Capital) GMO Emerging Markets Fund III....................... 224,401 5,903,562 Enhanced Fixed Income (1.44% of Partners' Capital) GMO Global Bond Fund................................ 408,326 4,327,407 Wasatch-Hoisington U.S. Treasury Fund............... 74,373 1,085,839 Natural Resources (3.39% of Partners' Capital) State Street Research Global Resources Fund......... 192,728 12,762,448 ------------ Total United States.............................. 24,079,256 ------------ Total Registered Investment Companies (Cost $16,188,020)................................... 24,079,256 6.40% Closed End Funds United States Financial (0.88% of Partners' Capital) Aberdeen Asia-Pacific Income Fund, Inc. ............ 8,200 47,560 Blackrock Broad Investment Grade 2009 Term Trust.... 12,500 187,375 Blackrock Income Opportunity Trust.................. 63,300 681,108 Ishares Trust....................................... 6,750 726,435 MFS Government Markets Income Trust................. 85,700 557,050 Morgan Stanley Government Income Trust.............. 60,200 529,158 New America High Income Fund........................ 126,300 256,389 Putnam Premier Income Trust......................... 52,171 316,678 ------------ Total United States.............................. 3,301,753 ------------ Total Closed End Funds (Cost $3,423,283)......... 3,301,753 0.88% </Table> See accompanying notes to schedule of investments. 4 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SCHEDULE OF INVESTMENTS DECEMBER 31, 2005 -- (CONTINUED) <Table> <Caption> % OF SHARES/ PARTNERS' PAR VALUE* FAIR VALUE CAPITAL ---------- ------------ --------- Fixed Income United States Treasuries (0.75% of Partners' Capital) United States Treasury Bonds, 5.250%, 2/15/29....... 765,000 834,776 United States Treasury Notes, 4.125%, 5/15/15....... 860,000 841,154 Treasury Inflation Protected Securities, 1.875%, 7/15/13.......................................... 275,000 294,184 Treasury Inflation Protected Securities, 2.00%, 7/15/14.......................................... 150,000 157,632 Treasury Inflation Protected Securities, 1.875%, 7/15/15.......................................... 300,101 295,131 Treasury Inflation Protected Securities, 3.625%, 4/15/28.......................................... 250,000 380,685 Agencies (1.13% of Partners' Capital) Federal Home Loan Mortgage Corp., Pool E74790, 5.00%, 2/1/14.................................... 77,242 76,614 Federal Home Loan Mortgage Corp., Pool E75753, 5.50%, 3/1/14.................................... 39,889 40,189 Federal Home Loan Mortgage Corp., Series 2750, Class OB, 4.00%, 7/15/15............................... 201,000 197,083 Federal Home Loan Mortgage Corp., Pool E92286, 5.00%, 11/1/17................................... 21,212 21,036 Federal Home Loan Mortgage Corp., Pool E95383, 5.00%, 2/1/18.................................... 85,143 84,437 Federal Home Loan Mortgage Corp., Pool E94694, 5.50%, 2/1/18.................................... 27,419 27,593 Federal Home Loan Mortgage Corp., Pool B10507, 4.50%, 10/1/18................................... 39,278 38,308 Federal Home Loan Mortgage Corp., Pool B14009, 5.00%, 5/1/19.................................... 76,872 76,091 Federal Home Loan Mortgage Corp, Pool C77936, 5.50%, 2/01/33.......................................... 59,138 58,753 Federal Home Loan Mortgage Corp., Pool A10760, 5.50%, 6/1/33.................................... 13,552 13,461 Federal Home Loan Mortgage Corp., Pool 80749, 4.125%, 10/20/33................................. 484,567 485,990 Federal Home Loan Mortgage Corp., Pool A16536, 5.50%, 12/1/33................................... 61,139 60,728 Federal Home Loan Mortgage Corp., Pool C01812, 5.50%, 4/1/34.................................... 320,710 318,552 Federal National Mortgage Association, Pool 380839, 6.12%, 11/1/08................................... 298,012 304,064 Federal National Mortgage Association, Pool 254188, 5.50%, 1/1/09.................................... 133,957 134,152 Federal National Mortgage Association, Pool 545210, 5.92%, 10/1/11................................... 228,524 237,303 Federal National Mortgage Association, Pool 730353, 4.50%, 7/1/18.................................... 32,438 31,637 Federal National Mortgage Association, Pool 767658, 5.00%, 2/1/19.................................... 164,977 163,475 Federal National Mortgage Association, Pool 415971, 6.00%, 12/1/28................................... 45,822 46,405 </Table> See accompanying notes to schedule of investments. 5 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SCHEDULE OF INVESTMENTS DECEMBER 31, 2005 -- (CONTINUED) <Table> <Caption> % OF SHARES/ PARTNERS' PAR VALUE* FAIR VALUE CAPITAL ---------- ------------ --------- Federal National Mortgage Association, Pool 699436, 7.50%, 2/1/33.................................... 14,054 14,670 Federal National Mortgage Association, Pool 689659, 6.00%, 3/1/33.................................... 34,129 34,485 Federal National Mortgage Association, Pool 698979, 5.50%, 4/1/33.................................... 107,101 106,347 Federal National Mortgage Association, Pool 723874, 5.50%, 4/1/33.................................... 27,836 27,632 Federal National Mortgage Association, Pool 555528, 6.00%, 4/1/33.................................... 23,338 23,599 Federal National Mortgage Association, Pool 737299, 5.50%, 1/1/34.................................... 87,301 86,661 Federal National Mortgage Association, Pool 777737, 5.00%, 5/1/34.................................... 140,016 135,941 Federal National Mortgage Association, Pool 778316, 5.50%, 6/1/34.................................... 376,649 373,321 Federal National Mortgage Association, Pool 783382, 6.00%, 8/1/34.................................... 122,710 123,871 Government National Mortgage Association, Pool 451883, 6.00%, 7/15/28........................... 59,055 60,566 Government National Mortgage Association, Series 2004-78, Class C, 4.658%, 4/16/29................ 250,000 243,481 Government National Mortgage Association, Pool 488259, 6.50%, 8/15/29........................... 22,337 23,374 Government National Mortgage Association, Pool 501012, 6.50%, 4/15/31........................... 3,100 3,240 Government National Mortgage Association, Pool 603650, 6.00%, 4/15/33........................... 12,730 13,050 Government National Mortgage Association, Pool 621822, 5.50%, 12/15/33.......................... 32,384 32,638 Government National Mortgage Association, Pool 562508, 5.50%, 2/15/34........................... 99,023 99,703 Government National Mortgage Association, Pool 628111, 5.50%, 5/15/34........................... 244,416 246,095 New Valley Generation II, Series 2001, 5.572%, 5/1/20........................................... 44,163 44,722 Overseas Private Investment Corp., 3.74%, 4/15/15... 161,601 154,316 Asset Backed Securities (1.75% of Partners' Capital) Alesco Preferred Funding LTD, Series 5A, Class C3, 6.314%, 12/23/34................................. 200,000 202,812 American Business Financial Services 6.68% 7/15/33.......................................... 300,000 302,018 Bank of America Mortgage Securities, Series 2004-8, Class 2B1, 6.00% 10/25/34........................ 237,352 236,388 Bank of America Mortgage Securities, Series 2005-5, Class 1A12, 5.50% 6/25/35........................ 427,783 426,847 Bear Stearns Adjustable Rate Mortgage Trust, Series 2002-5, Class 4A4, 5.80% 6/25/32................. 56,780 56,694 </Table> See accompanying notes to schedule of investments. 6 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SCHEDULE OF INVESTMENTS DECEMBER 31, 2005 -- (CONTINUED) <Table> <Caption> % OF SHARES/ PARTNERS' PAR VALUE* FAIR VALUE CAPITAL ---------- ------------ --------- Bear Stearns Adjustable Rate Mortgage Trust, Series 2003-1, Class 6A1, 5.07% 4/25/33................. 146,415 145,218 Bear Stearns Adjustable Rate Mortgage Trust, Series 2003-1, Class 3A1, 5.38% 4/25/33................. 142,711 141,955 Citigroup Mortgage Loan Trust, Inc., Series 2004-HYB4, Class 3B2, 4.46% 12/25/34............. 196,845 192,293 Citigroup Mortgage Loan Trust, Inc., Series 2005-1, Class 2A2B, 4.76%, 4/25/35....................... 229,455 228,809 Countrywine Alternative Loan Trust, Series 2004-33, Class 2B1, 5.28%, 12/25/34....................... 224,029 222,488 Countrywine Alternative Loan Trust, Series 2005-19CB, Class A4, 5.50%, 06/25/35............. 228,807 225,444 Countrywide Home Loans, Series 2003.-3, Class M6, 7.09%, 7/25/32................................... 100,000 101,579 Countrywide Home Loans, Series 2003.-20, Class 1A14, 5.50%, 7/25/33................................... 147,431 146,053 CSFB Mortgage Securities Corp., Series 2002-10, Class 1M2, 7.00%, 5/25/32........................ 180,000 180,051 CSFB Mortgage Securities Corp., Series 2004-8, Class 4A4, 5.50%, 11/25/34............................. 163,980 161,619 CSFB Mortgage Securities Corp., Series 2005-5, Class 4A2, 6.25%, 7/25/35.............................. 161,759 162,875 Diversified REIT Trust, Series 1999-1A, Class D, 6.78% 3/18/11.................................... 135,000 139,802 Drexel Burnham Lambert CMO Trust, Series V, Class 1, PO, 0%, 9/1/18................................... 34,032 28,899 First Horizon Alternative Mortgage Securities, Series 2005-FA5, Class 3A2, 5.50%, 8/25/35....... 325,680 322,262 GSR Mortgage Loan Trust, Series 2004-11, Class B2, 4.59%, 9/25/34................................... 298,293 295,730 GSR Mortgage Loan Trust, Series 2005-5F, Class 3A3, 5.00%, 06/25/35.................................. 302,530 297,851 Harborview Mortgage Loan Trust, Series, 2004-7, Class 3A2, 4.74%, 11/19/34....................... 215,357 212,766 Impac Secured Assets Corp., Series 2002-3, Class M2, 7.18%, 8/25/32................................... 175,000 178,187 JP Morgan Mortgage Trust, Series 2004-A1, Class 3A2, 5.06%, 02/25/34.................................. 230,300 220,404 JP Morgan Mortgage Trust, Series 2004-A3, Class 3A2, 4.97%, 07/25/34.................................. 169,587 166,513 Master Seasoned Securities Trust, Series 2004-1, Class 15B2, 6.24%, 8/25/17....................... 255,032 256,306 Option One Mortgage Loan Trust, Series 2005-1, Class M6, 4.50%, 2/25/35............................... 250,000 249,873 Residential Accredit Loans, Inc., Series 2003-QS7, Class M2, 6.00%, 4/25/33......................... 129,878 127,922 Residential Asset Mortgage Products, Inc., Series 2004-SL2, Class A1, 6.50% 10/25/16............... 174,218 177,323 </Table> See accompanying notes to schedule of investments. 7 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SCHEDULE OF INVESTMENTS DECEMBER 31, 2005 -- (CONTINUED) <Table> <Caption> % OF SHARES/ PARTNERS' PAR VALUE* FAIR VALUE CAPITAL ---------- ------------ --------- Structured Asset Securities Corp., Series 2003-4, Class A6, 5.00%, 2/25/33......................... 142,183 140,601 Washington Mutual, Series 2003-S11, Class 1A, 5.00%, 11/25/33......................................... 80,607 77,732 Wells Fargo Mortgage Backed Securities Trust, Series 2003-1, Class A1, 4.49%, 11/25/33................ 180,608 173,835 Wells Fargo Mortgage Backed Securities Trust, Series 2004-S, Class A3, 3.54%, 9/25/34................. 200,000 198,340 Wells Fargo Mortgage Backed Securities Trust, Series 2004-W, Class B2, 4.63%, 11/25/34................ 199,303 188,995 Corporates Consumer (0.01% of Partners' Capital) General Motors Acceptance Corp., 6.125%, 1/22/08........................................ 50,000 45,786 Financial (0.08% of Partners' Capital) JP Morgan Chase & Co., 5.15%, 10/1/15............ 300,000 295,747 ------------ Total United States................................. 13,995,162 ------------ Total Fixed Income (Cost $14,142,749)............... 13,995,162 3.72% ------------ Total Investments in Securities (Cost $33,754,052)................................... 41,376,171 11.00% ------------ Total Investments (Cost $309,978,618).......... 375,301,236 99.77% ============ </Table> - --------------- * Shares or par value is listed for each investment if it is applicable for that investment type. CMO -- Collateralized Mortgage Obligation PO -- Principal Only REIT -- Real Estate Investment Trust See accompanying notes to schedule of investments. 8 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2005 <Table> Investment income: Dividend income (net of foreign tax of $273,336).......... $ 1,833,794 Interest income........................................... 667,962 ----------- Total investment income................................ 2,501,756 ----------- Expenses: Management fees........................................... 3,336,051 Administration fees....................................... 230,201 Legal fees................................................ 76,132 Professional fees......................................... 89,250 Custodian fees............................................ 47,907 Directors fees............................................ 48,271 Other expenses............................................ 152,295 ----------- Total expenses......................................... 3,980,107 ----------- Net investment loss......................................... (1,478,351) ----------- Net realized and unrealized gain from investments: Net realized gain from investments........................ 3,533,829 Net unrealized gain from investments...................... 32,384,181 ----------- Net realized and unrealized gain on investments........ 35,918,010 ----------- Net increase in partners' capital resulting from operations.......................................... $34,439,659 =========== </Table> See accompanying notes to financial statements. 9 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CHANGES IN PARTNERS' CAPITAL YEARS ENDED DECEMBER 31, 2005 AND 2004 <Table> Partners' capital at December 31, 2003...................... $109,262,447 Contributions............................................... 160,096,398 Distributions............................................... (8,540,602) Net increase in partners' capital resulting from operations: Net investment loss....................................... (1,853,840) Net realized gain from investments........................ 2,038,564 Net unrealized gain from investments...................... 19,213,060 ------------ Net increase in partners' capital resulting from operations............................................ 19,397,784 ------------ Partners' capital at December 31, 2004...................... 280,216,027 ------------ Contributions............................................... 73,321,507 Distributions............................................... (11,808,134) Net increase in partners' capital resulting from operations: Net investment loss....................................... (1,478,351) Net realized gain from investments........................ 3,533,829 Net unrealized gain from investments...................... 32,384,181 ------------ Net increase in partners' capital resulting from operations............................................ 34,439,659 ------------ Partners' capital at December 31, 2005...................... $376,169,059 ============ </Table> See accompanying notes to financial statements. 10 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2005 AND 2004 <Table> <Caption> 2005 2004 ------------- ------------- Cash flow from operating activities: Net increase in partners' capital resulting from operations............................................. $ 34,439,659 $ 19,397,784 Adjustments to reconcile net increase in partners' capital resulting from operations to net cash used in operating activities: Purchases of investments............................... (104,090,555) (170,502,049) Proceeds from disposition of investments............... 43,304,376 20,517,183 Net realized gain...................................... (3,533,829) (2,038,564) Net unrealized gain.................................... (32,384,181) (19,213,060) Accretion of bond discount, net........................ (9,845) -- Increase in prepaid contributions to Investment Funds................................................ (4,600,000) (3,750,000) Increase in interest and dividends receivable.......... (179,021) (562,426) Increase in receivable from Investment Funds........... (349,183) -- Decrease (Increase) in prepaids and other assets....... 1,291 (13,017) Decrease (Increase) in receivable from Adviser......... 5,759 (5,759) Decrease in redemption payable......................... -- (352,872) Increase in management fees payable.................... 252,400 660,580 Increase in offshore withholding tax payable........... 58,694 115,990 Increase in accounts payable and accrued expenses...... 17,797 89,976 (Decrease) Increase in payable to Adviser.............. (132,497) 132,497 (Decrease) Increase in administration fees payable..... (73,420) 77,376 Decrease in subscriptions received in advance.......... -- (15,350,000) Decrease in managed account fees payable............... -- (11,698) Decrease in professional fees payable.................. -- (57,000) ------------- ------------- Net cash used in operating activities................ (67,272,555) (170,865,059) ------------- ------------- Cash flow from financing activities: Borrowings on line of credit.............................. 44,378,340 30,633,152 Repayments on line of credit.............................. (39,957,429) (20,663,637) Contributions from partners............................... 73,321,507 160,096,398 Distributions to partners................................. (11,808,134) (6,671,480) ------------- ------------- Net cash provided by financing activities............ 65,934,284 163,394,433 ------------- ------------- Net decrease in cash and cash equivalents................... (1,338,271) (7,470,626) Cash and cash equivalents at beginning of year.............. 1,628,345 9,098,971 ------------- ------------- Cash and cash equivalents at end of year.................... $ 290,074 $ 1,628,345 ============= ============= Supplemental disclosure of noncash activity: Noncash distribution of investment........................ $ -- $ 1,869,122 Supplemental disclosure of cash activity: Cash paid for interest.................................... $ 35,305 $ 8,029 </Table> See accompanying notes to financial statements. 11 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 (1) ORGANIZATION The Endowment Master Fund, L.P. (the "Fund") is a limited partnership organized under the laws of the state of Delaware. The Fund began operations in April 2003 ("Inception"). The Fund operated as an unregistered investment vehicle until March 10, 2004, at which time it registered as a nondiversified, closed-end management investment company under the Investment Company Act of 1940 (the "1940 Act"). The Fund is the master fund in a master-feeder structure in which there are currently six feeder funds. The Fund's investment objective is to preserve capital and to generate consistent long-term appreciation and returns across all market cycles. The Fund pursues its investment objective by investing its assets in a variety of investment vehicles including but not limited to limited partnerships and limited liability companies (collectively, the "Investment Funds"), registered investment companies and direct investments in marketable securities and derivative instruments. The Fund is a "fund of funds" and is intended to afford investors the ability to invest in a multi-manager portfolio, exhibiting a variety of investment styles and philosophies, in an attempt to achieve positive risk-adjusted returns over an extended period of time. The Fund's investments are managed by a select group of investment managers identified by the Adviser, as hereinafter defined, to have investments that when grouped with other investments of the Fund result in a portfolio that is allocated more broadly across markets, asset classes, and risk profiles. The Endowment Fund GP, L.P., a Delaware limited partnership, serves as the general partner of the 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 Fund, including the complete and exclusive authority to oversee and establish policies regarding the management, conduct, and operation of the Fund's business. A majority of the members of the Board are independent of the General Partner and its management. To the extent permitted by applicable law, the Board may delegate any of its rights, powers and authority to, among others, the officers of the Fund, the Adviser, or any committee of the Board. The Board is authorized to engage an investment adviser and it has selected Endowment Advisers, L.P. (the "Adviser"), to manage the Fund's portfolio and operations, pursuant to an investment management agreement (the "Investment Management Agreement"). The Adviser is a Delaware limited partnership that is registered as an investment adviser under the Investment Advisers Act of 1940 (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 Fund's investment program subject to the ultimate supervision of the Board. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (a) BASIS OF ACCOUNTING The accompanying financial statements have been presented on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles. (b) CASH EQUIVALENTS The 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. 12 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 -- (CONTINUED) (c) INVESTMENT SECURITIES TRANSACTIONS The Fund records security transactions on a trade-date basis. Securities owned or sold, not yet purchased, are marked to estimated fair value at the date of the financial statements, and the corresponding unrealized gain or loss is included in the statement of operations. Realized gains or losses on the disposition of investments are accounted for based on the first in first out ("FIFO") method. Distributions received from Investment Funds, whether in the form of cash or securities, are applied as a reduction of the cost of the investment. (d) VALUATION OF INVESTMENTS The valuation of the Fund's investments will be determined as of the close of business at the end of any fiscal period, generally monthly. The valuation of the Fund's investments is generally calculated by BISYS Fund Services Ohio, Inc. ("BISYS"), the Fund's independent administrator (the "Independent Administrator") in consultation with the Adviser. The valuation procedures of the Fund's underlying investments are reviewed by a committee approved by the Board that was established to oversee the valuation of the Fund's investments (the "Valuation Committee"), in consultation with the Adviser and the Independent Administrator. The net assets of the Fund will equal the value of the total assets of the Fund, less all of its liabilities, including accrued fees and expenses. Investments are valued as follows: - INVESTMENT FUNDS -- Investments in Investment Funds are ordinarily valued at the valuations provided to the Independent Administrator by the investment managers of such Investment Funds or the administrators of those Investment Funds. The Fund's investments in Investment Funds are subject to the terms and conditions of the respective operating agreements and offering memoranda, as appropriate. The Fund's investments in Investment Funds are carried at estimated fair value as determined by the Fund's pro-rata interest in the net assets of each Investment Fund. Because of the inherent uncertainty of valuation, this estimated fair value may differ from the value that would have been used had a ready market for the investments in Investment Funds existed. These Investment Funds value their underlying investments in accordance with policies established by such Investment Funds. All valuations utilize financial information supplied by each Investment Fund and are net of management and estimated performance incentive fees or allocations payable to the Investment Funds' managers pursuant to the Investment Funds' agreements. - SECURITIES LISTED ON A SECURITIES EXCHANGE -- In general, the Fund values listed securities at their last sales price as of the last business day of the applicable period. If no sales occurred on that date, the securities are valued at the mean between the "bid" and "asked" prices at the close of trading on that date. - SECURITIES LISTED ON OVER-THE-COUNTER EXCHANGES -- Securities listed on over-the-counter exchanges are valued at the last reported sales price on the date of determination, if available, through the facilities of a recognized interdealer quotation system (such as securities in the NASDAQ National Market List) or at the NASDAQ Official Closing Price. If the last reported sales price is not available, the securities are valued at the mean between the "bid" and "asked" prices at the close of trading on that date. 13 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 -- (CONTINUED) - OPTIONS -- Options that are listed on a securities exchange or traded over-the-counter are valued at the mean between the closing "bid" and "asked" prices for such options on the date of determination. - SECURITIES NOT ACTIVELY TRADED -- The value of securities, derivatives or synthetic securities that are not actively traded on an exchange shall be determined by obtaining indicative quotes from brokers that normally deal in such securities or by an unaffiliated pricing service that may use actual trade data or procedures using market indices, matrices, yield curves, specific trading characteristics of certain groups of securities, pricing models or a combination of these procedures. - OTHER -- Where no value is readily available from an Investment Fund or other security or where a value supplied by an Investment Fund is deemed not to be indicative of the Investment Fund's value, the Valuation Committee and/or the Board, in consultation with the Independent Administrator or the Adviser will determine, in good faith, the estimated fair value of the Investment Fund or security. (e) INTEREST AND DIVIDEND INCOME Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned on the accrual basis. (f) FUND EXPENSES Unless voluntarily or contractually assumed by the Adviser or another party, the 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 Fund's account; legal fees; accounting, auditing and tax preparation fees; custodial fees; costs of computing the Fund's net asset value; costs of insurance; registration expenses; certain offering costs; expenses of meetings of the partners; directors fees; all costs with respect to communications to partners; and other types of expenses as may be approved from time to time by the General Partner. Offering costs are amortized over a twelve-month period or less from the date they are incurred. (g) INCOME TAXES The Fund itself is not subject to federal, state, or local income taxes because such taxes are the responsibility of the individual partners in the Fund. Accordingly, no provision for income taxes has been made in the Fund's financial statements other than withholding tax on dividend income that is allocated to the Fund's offshore feeders. (h) USE OF ESTIMATES The preparation of the financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. (i) ORGANIZATIONAL EXPENSES The Fund's organizational expenses (the "Organizational Expenses") were initially borne by the Adviser or an affiliate thereof and for capital account allocation purposes assumed to be reimbursed, over not more than a 60 month period of time, notwithstanding that such Organizational Expenses were expensed in accordance with U.S. generally accepted accounting principles for Fund reporting purposes upon commencement of operations. 14 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 -- (CONTINUED) (j) RECLASSIFICATIONS Certain reclassifications have been made to the 2004 financial statements to conform them with the 2005 presentation. (3) PARTNERS' CAPITAL ACCOUNTS (a) ISSUANCE OF INTERESTS Upon receipt from an eligible investor of an application for interests (the "Interests"), which will generally be accepted as of the first day of each month, the Fund will issue new Interests. The Interests have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state. The Fund issues Interests only in private placement transactions in accordance with Regulation D or other applicable exemptions under the Securities Act. No public market exists for the Interests, and none is expected to develop. The Fund is not required, and does not intend, to hold annual meetings of its partners. The Interests are subject to substantial restrictions on transferability and resale and may not be transferred or resold except as permitted under the Fund's limited partnership agreement (the "LP Agreement"). The Fund reserves the right to reject any applications for subscription of Interests. (b) ALLOCATION OF PROFITS AND LOSSES For each fiscal period, generally monthly, net profits or net losses of the 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 investment ownership percentages for the fiscal period. Net profits or net losses are measured as the net change in the value of the net assets of the Fund, including any net change in unrealized appreciation or depreciation of investments and income, net of expenses, and realized gains or losses during a fiscal period. Net profits or net losses are allocated after giving effect for any repurchases of Interests or initial or additional applications for Interests, which generally occur at the beginning of the month. (c) REDEMPTION OF INTERESTS A partner will not be eligible to have the Fund repurchase all or any portion of an Interest at the partner's discretion at any time. However, the Adviser expects that it will recommend to the Board that the Fund offer to repurchase Interests each calendar quarter, pursuant to written tenders by partners. The Board retains the sole discretion to accept or reject the recommendation of the Adviser and to determine the amount, if any, that will be purchased in any tender offer that it does approve. In the event Interests are repurchased, there will be a substantial period of time between the date as of which partners must accept the Fund's offer to repurchase their Interests and the date they can expect to receive payment for their Interests from the Fund. (4) INVESTMENTS IN PORTFOLIO SECURITIES As of December 31, 2005, the Fund had investments in Investment Funds, registered investment companies and marketable securities in a separately managed account, which is managed by a sub-adviser ("Sub-Adviser"). The $15,100,000 in prepaid contribution to Investment Funds as of December 31, 2005 represents funding of a portion of the January 2006 investment in such funds. The agreements related to investments in Investment Funds provide for compensation to the Investment Funds' managers/general partners or advisors in the form of management fees ranging from 0.25% to 2.5% of net assets annually. In addition, many Investment Funds also provide for performance incentive fees/allocations ranging from 15% to 25% of an Investment Fund's net profits, although it is possible that such ranges may be exceeded for certain 15 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 -- (CONTINUED) investment managers. These fees and incentive fees are in addition to the management fees charged by the Fund. In general, most of the Investment Funds in which the Fund invests, other than Investment Funds investing primarily in private equity, energy and real estate transactions, provide for periodic redemptions ranging from monthly to annually with lock up provisions usually for a period of up to four years. Investment Funds that do provide for periodic redemptions may, depending on the Investment Fund's governing documents, have the ability to deny or delay a redemption request. Amounts representing redemption requests of underlying Investment Funds for which the redemption has not been processed as of year end are included in the category Investments in Investment Funds. For the year ended December 31, 2005, the aggregate cost of purchases and proceeds from sales of investments were $104,090,555 and $43,304,376 respectively. The cost of investments for Federal income tax purposes is adjusted for items of taxable income allocated to the Fund from its investments. The allocated taxable income is reported to the Fund by its investments on Schedules K-1 or 1099's. As of December 31, 2005, the cost of the Fund's investments was $309,978,618. Accordingly, unrealized appreciation and depreciation on investments was $66,601,242 and $1,278,624 respectively. (5) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK In the normal course of business, the Investment Funds in which the Fund invests trade various derivative securities and other financial instruments, and enter into various investment activities with off-balance sheet risk both as an investor and as a principal. The Fund's risk of loss in these Investment Funds is limited to the value of the investment in such Investment Funds as reported by the Fund. In addition, the Fund may from time to time invest in derivative securities or other financial instruments to gain greater or lesser exposure to a particular asset class. (6) DUE FROM BROKERS The Fund conducts business with various brokers for its investment activities. The clearing and depository operations for the investment activities are performed pursuant to agreements with the brokers. The Fund is subject to credit risk to the extent any broker with whom the Fund conducts business is unable to deliver cash balances or securities, or clear security transactions on the Fund's behalf. The Fund monitors the financial condition of the brokers with which the Fund conducts business and believes the likelihood of loss under the aforementioned circumstances is remote. (7) ADMINISTRATION AGREEMENT In consideration for administrative, accounting, and recordkeeping services, the Fund will pay the Independent Administrator a monthly administration fee (the "Administration Fee") based on the month end net assets of the Fund. The Fund is charged, on an annual basis, 8 basis points on Fund net assets of up to $100 million, 7 basis points on Fund net assets between the amounts of $100 million and $250 million and 6 basis points for amounts over $250 million. The asset based fees are assessed based on month end net assets and are payable in arrears. The Independent Administrator will also provide the Fund with legal, compliance, transfer agency, and other investor related services at an additional cost. The fees for Fund administration will be paid out of the Fund's assets, which will decrease the net profits or increase the net losses of the partners in the Fund. As of December 31, 2005, the Fund had $376,169,059 in net assets. The total administration fee incurred for the year ended December 31, 2005 was $230,201. 16 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 -- (CONTINUED) (8) RELATED PARTY TRANSACTIONS (a) INVESTMENT MANAGEMENT FEE In consideration of the advisory and other services provided by the Adviser to the Fund pursuant to the Investment Management Agreement, the Fund will pay the Adviser an investment management fee (the "Investment Management Fee"), equal to 1% on an annualized basis of the Fund's net assets calculated based on the Fund's net asset value at the end of each month, payable quarterly in arrears. The Investment Management Fee will decrease the net profits or increase the net losses of the Fund that are credited to or debited against the capital accounts of its limited partners. For the year ended December 31, 2005, $3,336,051 was incurred for Investment Management Fees. (b) PLACEMENT AGENTS The Fund may engage one or more placement agents (each, a "Placement Agent") to solicit investments in the Fund. Sanders Morris Harris, Inc. ("SMH"), an affiliate of the General Partner and the Adviser, has been engaged by the Fund to serve as a Placement Agent. SMH is a full-service investment banking, broker-dealer, asset management and financial services organization. A Placement Agent may engage one or more sub-placement agents. The Adviser or its affiliates may pay a fee out of their own resources to Placement Agents and sub-placement agents. (9) INDEBTEDNESS OF THE FUND Pursuant to the Fund LP Agreement, the Fund may borrow up to, but not more than, 10% of net assets of the Fund (at the time such borrowings were made and after taking into account the investment and/or deployment of such proceeds) for the purpose of making investments, funding redemptions and for other working capital and general Fund purposes. For purposes of the Fund's investment restrictions and certain investment limitations under the 1940 Act, including for example, the Fund's leverage limitations, the Fund will not "look through" Investment Funds in which the Fund invests. Investment Funds may also use leverage, whether through borrowings, futures, or other derivative products and are not subject to the Fund's investment restrictions. However, such borrowings by Investment Funds are without recourse to the Fund and the Fund's risk of loss is limited to its investment in such Investment Funds. The rights of any lenders to the Fund to receive payments of interest or repayments of principal will be senior to those of the partners, and the terms of any borrowings may contain provisions that limit certain activities of the Fund. The Fund maintains a credit facility for which the investments of the Fund serve as collateral for the facility. The maximum amount that can be borrowed is based on the value of the underlying collateral; provided, however, that the Fund's fundamental policies provide that the Fund cannot borrow more than 10% of the value of the Fund's net assets. As of December 31, 2005, $14,390,426 was outstanding under the credit facility at a current interest rate of 6.89%. The weighted average interest rate paid on the line of credit during the year was 6.19%. 17 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 -- (CONTINUED) (10) FINANCIAL HIGHLIGHTS <Table> <Caption> PERIOD APRIL 1, 2003 YEAR ENDED YEAR ENDED (INCEPTION) TO DECEMBER 31, 2005 DECEMBER 31, 2004 DECEMBER 31, 2003 ----------------- ----------------- ----------------- Net investment loss to average partners' capital(1).............. (0.44)% (0.92)% (0.26)% Expenses to average partners' capital(1)........................ 1.19% 1.40% 0.66% Portfolio turnover.................. 12.65% 10.29% 11.90% Total return(2)..................... 10.40% 8.90% 21.66% Partners' capital, end of period.... $376,169,059 $280,216,027 $109,262,447 Average amount of borrowings outstanding during the period..... $762,381 $233,334 -- </Table> An investor's return (and operating ratios) may vary from those reflected based on different fee and expense arrangements and the timing of capital transactions. - --------------- (1) Ratios are calculated by dividing by average partners' capital measured at the end of each month during the period. The 2003 ratios have been annualized. (2) Calculated as geometrically linked monthly returns for each month in the period. (11) SUBSEQUENT EVENT The Adviser recommended to the Board that a tender offer in an amount of up to $12,000,000 be made, based on the projected March 31, 2006 net asset value of the Fund, to those partners who elect to tender their Interests prior to the expiration of the tender offer period. The Board approved such recommendation and a tender offer notice expiring February 28, 2006 was sent out to the investors in the Fund. 18 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SUPPLEMENTAL INFORMATION (UNAUDITED) DECEMBER 31, 2005 DIRECTORS AND OFFICERS The 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 Fund who are responsible for the Fund's day-to-day business decisions based on policies set by the Board. The officers serve at the pleasure of the Board. The Directors and officers of the Fund may also be directors or officers of some or all of the other registered investment companies managed by the Adviser or its affiliates (the "Fund Complex"). The tables below show, for each Director and executive officer, his or her full name, address and age (as of December 31, 2005), the position held with the Fund, the length of time served in that position, his or her principal occupations during the last five years, the number of portfolios in the Fund Complex overseen by the Director, and other directorships held by such Director. INTERESTED DIRECTORS <Table> <Caption> NUMBER OF PORTFOLIOS IN FUND OTHER POSITION(S) COMPLEX(2) DIRECTORSHIPS HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY NAME, ADDRESS AND AGE FUND TIME SERVED DURING THE PAST 5 YEARS DIRECTOR DIRECTOR - --------------------- ------------ ------------ ----------------------- ----------- ------------- John A. Blaisdell(1) Director, Since Member, Investment 3 0 Age: 45 Co- January 2004 Committee of the Address: c/o The Endowment Principal Adviser, since January Master Fund L.P. Executive 2004; Managing Director 4265 San Felipe, Suite 900, Officer of Salient, since Houston, Texas 77027 December 2002; Chief Executive Officer of Wincrest Ventures, L.P., 1997-2002. Andrew B. Linbeck(1) Director, Since Member, Investment 3 0 Age: 41 Co- January 2004 Committee of the Address: c/o The Endowment Principal Adviser, since January Master Fund L.P. Executive 2004; Managing Director 4265 San Felipe, Suite 900, Officer of Salient, since Houston, Tx 77027 August 2002; Partner and executive officer of The Redstone Companies, L.P. and certain affiliates thereof (collectively, "Redstone"), 1998-2002. </Table> 19 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SUPPLEMENTAL INFORMATION (UNAUDITED) DECEMBER 31, 2005 -- (CONTINUED) <Table> <Caption> NUMBER OF PORTFOLIOS IN FUND OTHER POSITION(S) COMPLEX(2) DIRECTORSHIPS HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY NAME, ADDRESS AND AGE FUND TIME SERVED DURING THE PAST 5 YEARS DIRECTOR DIRECTOR - --------------------- ------------ ------------ ----------------------- ----------- ------------- A. Haag Sherman(1) Director, Since Member, Investment 3 0 Age: 40 Co- January 2004 Committee of the Address: c/o The Endowment Principal Adviser, since January Master Fund L.P. Executive 2004; Managing Director 4265 San Felipe, Suite 900, Officer of Salient, since Houston, Tx 77027 August 2002; Partner and executive officer of Redstone, 1998-2002. Mark W. Yusko(1) Director Since Member, Investment 3 0 Age: 42 January 2004 Committee of the Address: c/o The Endowment Adviser, since January Master Fund L.P. 2004; President of 4265 San Felipe, Suite 900, Morgan Creek Capital Houston, Tx 77027 Management, since July 2004; Principal, Hatteras Capital Management, since September 2003; Chief Investment Officer of the University of North Carolina at Chapel Hill, 1998-2004 </Table> - --------------- (1) This person's status as an "interested" director arises from his affiliation with Salient Partners, L.P. ("Salient"), which itself is an affiliate of The Endowment Registered Fund, L.P. (the "Registered Fund"), the Fund, The Endowment TEI Fund, L.P. (the "TEI Fund"), and the Adviser. (2) The Fund Complex includes the Registered Fund, the TEI Fund and the Fund. 20 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SUPPLEMENTAL INFORMATION (UNAUDITED) DECEMBER 31, 2005 -- (CONTINUED) INDEPENDENT DIRECTORS <Table> <Caption> NUMBER OF PORTFOLIOS IN FUND OTHER POSITION(S) PRINCIPAL COMPLEX(1) DIRECTORSHIPS HELD WITH LENGTH OF OCCUPATION(S) DURING OVERSEEN BY HELD BY NAME, ADDRESS AND AGE FUND TIME SERVED THE PAST 5 YEARS DIRECTOR DIRECTOR - --------------------- ------------ ------------ -------------------- ----------- ------------- Bob L. Boldt Director Since Chief Executive 3 None Age: 57 January 2005 Officer, University Address: c/o The Endowment of Texas Investment Master Fund L.P. Management Co. since 4265 San Felipe, Suite 900, 2002; Managing Houston, Tx 77027 Director, Pivotal Asset Management from 2000-2002; Senior Investment Officer for California Public Employee Retirement System from 1995-2000. Jonathan P. Carroll Director Since Private investor for 3 None Age: 44 January 2004 the past five years. Address: c/o The Endowment Master Fund L.P. 4265 San Felipe, Suite 900, Houston, Tx 77027 Richard C. Johnson Director Since Senior Counsel for 3 None Age: 68 January 2004 Baker Botts LLP Address: c/o The Endowment since 2002; Managing Master Fund L.P. Partner for Baker 4265 San Felipe, Suite 900, Botts from Houston, Tx 77027 1998-2002; practiced law at Baker Botts from 1966-2002 (from 1972 to 2002 as a partner) </Table> 21 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SUPPLEMENTAL INFORMATION (UNAUDITED) DECEMBER 31, 2005 -- (CONTINUED) <Table> <Caption> NUMBER OF PORTFOLIOS IN FUND OTHER POSITION(S) PRINCIPAL COMPLEX(1) DIRECTORSHIPS HELD WITH LENGTH OF OCCUPATION(S) DURING OVERSEEN BY HELD BY NAME, ADDRESS AND AGE FUND TIME SERVED THE PAST 5 YEARS DIRECTOR DIRECTOR - --------------------- ------------ ------------ -------------------- ----------- ------------- G. Edward Powell Director Since Principal of Mills & 3 Sterling Age: 69 January 2004 Stowell from March Bancshares, Address: c/o The Endowment 2002 to present; Inc.; Global Master Fund L.P. Principal of Water 4265 San Felipe, Suite 900, Innovation Growth Technologies, Houston, Tx 77027 Partners in 2002; Inc.; Datavox From 1994-2002, Mr. Holdings, Powell provided Inc. consulting services to emerging and middle market businesses; Managing Partner for Houston office of Price Waterhouse & Co. from 1982 to his retirement in 1994. Scott F. Schwinger Director Since Senior Vice 3 None Age: 40 January 2004 President, Chief Address: c/o The Endowment Financial Officer Master Fund L.P. and Treasurer of the 4265 San Felipe, Suite 900, Houston Texans Houston, Tx 77027 Scott W. Wise Director Since Senior Vice 3 None Age: 56 January 2004 President and Address: c/o The Endowment Treasurer, Rice Master Fund L.P. University for the 4265 San Felipe, Suite 900, past five years. Houston, Tx 77027 </Table> - --------------- (1) The Fund Complex includes the Registered Fund, the TEI Fund and the Fund. 22 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SUPPLEMENTAL INFORMATION (UNAUDITED) DECEMBER 31, 2005 -- (CONTINUED) OFFICERS OF THE FUND WHO ARE NOT DIRECTORS <Table> <Caption> PRINCIPAL OCCUPATION(S) NAME, ADDRESS AND AGE POSITION(S) HELD WITH FUND DURING THE PAST 5 YEARS - --------------------- ----------------------------- ----------------------------- Jeremy L. Radcliffe Chief Compliance Officer Managing Director of Adviser, Age: 31 since January 2004; Partner Address: c/o The Endowment and Managing Director of Master Fund L.P. Salient, since August 2002; 4265 San Felipe, Suite 900, Partner and officer of Houston, Tx 77027 Redstone, 1998-2002. John E. Price Treasurer; Principal Director and Chief Financial Age: 38 Financial Officer Officer of the Adviser, since Address: c/o The Endowment January 2004; Partner and Master Fund L.P. Director of Salient, since 4265 San Felipe, Suite 900, October 2003; Controller of Houston, Tx 77027 Wincrest Ventures, L.P., 1997-2003. Adam L. Thomas Secretary Director of Adviser since Age: 31 January 2004; Partner and Address: c/o The Endowment Director of Salient, since Master Fund L.P. September 2002; Associate at 4265 San Felipe, Suite 900, Redstone, 2001- 2002; Houston, Tx 77027 Associate at Albrecht & Associates Inc., August 1996 through August 1999. Attended University of Texas Business School, 1999-2001. </Table> COMPENSATION FOR DIRECTORS The Fund, the Registered Fund and the TEI Fund together currently pay each Independent Director an annual fee of $7,500, paid quarterly, a fee of $2,000 per Board meeting ($5,000 for an organizational Board meeting), and a $500 fee per meeting for each member on the audit committee. In the interest of retaining Independent Directors of high quality, the Board intends to periodically review such compensation and may modify it as the Board deems appropriate. 23 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SUPPLEMENTAL INFORMATION (UNAUDITED) DECEMBER 31, 2005 -- (CONTINUED) ALLOCATION OF INVESTMENTS The following chart indicates the allocation of investments among the asset classes in the Master Fund as of December 31, 2005. <Table> <Caption> ASSET CLASS(1) FAIR VALUE % - -------------- ----------- ------ Domestic Equity............................................. 55,350,487 14.75% International Equity........................................ 72,757,067 19.39% Opportunistic Equity........................................ 31,498,204 8.39% Absolute Return............................................. 39,895,972 10.63% Real Estate................................................. 21,152,428 5.64% Natural Resources........................................... 47,122,744 12.56% Private Equity.............................................. 31,803,800 8.47% Fixed Income................................................ 17,296,915 4.61% Enhanced Fixed Income....................................... 52,520,057 13.99% Debt Fund................................................... 5,903,562 1.57% ----------- ------ TOTAL INVESTMENTS........................................... 375,301,236 100.00% ----------- ------ </Table> - --------------- (1) The complete list of investments included in the following asset class categories are included in the schedule of investments of the Fund. FORM N-Q FILINGS The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund's Form N-Q is available on the Securities and Exchange Commission website at http://www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Securities and Exchange Commission Public Reference Room in Washington, DC and information regarding operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. PROXY VOTING POLICIES A description of the policies and procedures that the 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 Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request, by calling 1-800-725-9456; and (ii) on the Securities and Exchange Commission website at http://www.sec.gov. ADDITIONAL INFORMATION The Fund's private placement memorandum (the "PPM") includes additional information about directors of the Fund. The PPM is available, without charge, upon request by calling 1-800-725-9456. 24 ITEM 2. CODE OF ETHICS. (a) The registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This code of ethics is included as an Exhibit. (b) During the period covered by the report, with respect to the registrant's code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; there have been no amendments to, nor any waivers granted from, a provision that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. 3(a)(1) The registrant's board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee. 3(a)(2) The audit committee financial expert is G. Edward Powell, who is "independent" for purposes of this Item 3 of Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. [DESCRIBE THE NATURE OF THE FEES LISTED BELOW.] CURRENT YEAR PREVIOUS YEAR ------------ ------------- Audit Fees $58,000 $50,000 Audit-Related Fees $ 0 $ 0 Tax Fees $27,825 $ 7,475 All Other Fees $ 0 $ 0 (e) (1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. The audit committee may delegate its authority to pre-approve audit and permissable non-audit services to one or more members of the committee. Any decision of such members to pre-approve services shall be presented to the full audit committee at its next regularly scheduled meeting. (2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. CURRENT YEAR PREVIOUS YEAR - ------------ ------------- 0% 100% (f) Not applicable. (g) Disclose the aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant. CURRENT YEAR PREVIOUS YEAR - ------------ ------------- $0 $35,000 (to Salient Partners, LP) (h) Not applicable. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS. Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company's investment adviser; principal underwriter; or any affiliated person (as defined in Section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company's investment adviser, or any other third party, that the company uses, or that are used on the company's behalf, to determine how to vote proxies relating to portfolio securities. These policies are included as Exhibit 12(a)(4). ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. THE ADVISER'S INVESTMENT COMMITTEE MEMBERS The Investment Committee is responsible for the day-to-day management of the Fund's portfolio. The Endowment Master Fund, L.P. (the "Master Fund"), The Endowment TEI Fund, L.P. (the "TEI Fund") and The Endowment Registered Fund, L.P. (the "Registered Fund") are registered investment companies (collectively, the "Fund Complex" and each individually the "Fund"). The members of the Investment Committee (each an "Investment Committee Member") are: Messrs. John A. Blaisdell, Andrew B. Linbeck, A. Haag Sherman and Mark W. Yusko. Mr. Blaisdell has served as an Investment Committee Member since January 2004 and Managing Director of Salient Partners, L.P. ("Salient") since December 2002. Previously, he held the position of Chief Executive Officer of Wincrest Ventures, L.P. (from 1997-2002). Mr. Linbeck has served as an Investment Committee Member since January 2004 and Managing Director of Salient since August 2002. Previously, he held the position of Partner and executive officer of The Redstone Companies, L.P. and certain affiliates thereof (from 1998-2002). Mr. Sherman has served as an Investment Committee Member since January 2004 and Managing Director of Salient since August 2002. Previously, he held the position of Partner and executive officer of Redstone (from 1998-2002). Mr.Yusko has served as an Investment Committee Member since January 2004. He is also President of Morgan Creek Capital Management (since July 2004) and Principal of Hatteras Capital Management (since September 2003). Previously, Mr. Yusko held the position of Chief Investment Officer of the University of North Carolina at Chapel Hill (from 1998-2004). Each member of the Investment Committee reviews asset allocation recommendations by the Adviser's staff, manager due diligence and recommendations and, by a majority vote of the Investment Committee, determines asset allocation and manager selection. The Adviser and certain other entities controlled by the Principals manage investment programs which are similar to that of the Fund, and the Adviser and/or the Principals may in the future serve as an investment adviser or otherwise manage or direct the investment activities of other registered and/or private investment companies with investment programs similar to the Fund's. OTHER ACCOUNTS MANAGED BY THE INVESTMENT ADVISER Certain Investment Committee Members, who are primarily responsible for the day-to-day management of the Fund, also manage other registered investment companies, other pooled investment vehicles and other accounts, as indicated below. The following tables identify, as of December 31, 2005: (i) the number of registered investment companies (including the Fund), other pooled investment vehicles and other accounts managed by the Investment Committee Member and the total assets of such companies, vehicles and accounts; and (ii) the number and total assets of such companies, vehicles and accounts with respect to which the advisory fee is based on performance. Registered Investment Pooled Investment Companies Managed by Vehicles Managed by Other Accounts Investment Committee Investment Committee Managed by Investment Member Member Committee Member Name of Investment --------------------- --------------------- ------------------------- Committee Member Number Total Assets Number Total Assets Number Total Assets - ------------------ ------ ------------ ------ ------------ ------ ---------------- John A. Blaisdell 3 $392 million 4 $212 million >50 >200 million (1) Andrew B. Linbeck 3 $392 million 4 $212 million >50 >200 million (1) A. Haag Sherman 3 $392 million 4 $212 million >50 >200 million (1) Mark W. Yusko 6 $572 million 5 $399 million 0 0 (1) Messrs. Blaisdell, Linbeck and Sherman serve as principal executive officers of Salient Partners, which owns Salient Trust Co., LTA, a trust company chartered under the laws of the state of Texas. In such capacities, Messrs. Blaisdell, Linbeck and Sherman have investment responsibilities on the clients of such entities. However, the number of accounts and asset figures cited in the table relate to the accounts and assets over which Messrs. Blaisdell, Linbeck and Sherman have discretion in their capacities as principal executive officers of such entities. Registered Investment Pooled Investment Vehicles Companies Managed by Managed by Other Accounts Managed by Investment Committee Member Investment Committee Member Investment Committee Member --------------------------- --------------------------- --------------------------- Total Assets Total Assets Total Assets Number with with Number with with Number with with Name of Investment Performance Performance Performance Performance Performance Performance Committee Member Based Fees Based Fees Based Fees Based Fees Based Fees Based Fees - ------------------ ----------- ------------ ----------- ------------ ----------- ------------ John A. Blaisdell 0 0 1 $74 million 0 0 Andrew B. Linbeck 0 0 1 $74 million 0 0 A. Haag Sherman 0 0 1 $74 million 0 0 Mark W. Yusko 3 $180 million 1 $74 million 0 0 CONFLICTS OF INTEREST OF THE ADVISER From time to time, potential conflicts of interest may arise between an Investment Committee Member's management of the investments of the Fund, on the one hand, and the management of other registered investment companies, pooled investment vehicles and other accounts (collectively, "other accounts"), on the other. The other accounts might have similar investment objectives or strategies as the Fund, track the same index the Fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund. The other accounts might also have different investment objectives or strategies than the Fund. Knowledge and Timing of Fund Trades. A potential conflict of interest may arise as a result of the Investment Committee Member's day-to-day management of a Fund. Because of their positions with the Fund, the Investment Committee Members know the size, timing and possible market impact of the Fund's trades. It is theoretically possible that the Investment Committee Members could use this information to the advantage of other accounts they manage and to the possible detriment of the Fund. Investment Opportunities. A potential conflict of interest may arise as a result of the Investment Committee Member's management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both the Fund and other accounts managed by the Investment Committee Member, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Fund and other accounts. The Adviser has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time. Performance Fees. An Investment Committee Member may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the Investment Committee Member in that the Member may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to the Fund. COMPENSATION TO INVESTMENT COMMITTEE MEMBERS Messrs. Blaisdell, Linbeck, Sherman and Yusko own equity interests in the Adviser. As it relates to the Fund and other funds within the Fund Complex, Messrs. Blaisdell, Linbeck, Sherman and Yusko receive all of their compensation based on the size of the Fund and the other funds within the Fund Complex and the management and advisory fees charged thereon. Accordingly, they believe that a significant driver of their compensation is the performance of the Fund and the Fund Complex, which has a significant bearing on the ability to raise additional assets. Messrs. Blaisdell, Linbeck, Sherman and Yusko also own equity in the general partner of another fund, and are compensated directly on performance (based on an incentive allocation) and the size of the fund's asset base. In addition, Messrs. Blaisdell, Linbeck and Sherman are partners and principal executive officers of Salient and related affiliates and subsidiaries (collectively, the "Salient Group"), which pays them a base salary (but no bonus) and is obligated to make distributions of profits to them, as well as the other partners, on an annual basis. These individuals are responsible for the investment processes and management of the Salient Group. Messrs. Blaisdell, Linbeck and Sherman believe that to the extent that they are successful in their investment endeavors, the greater the number of assets over time and the more significant their compensation from the Salient Group. Mr. Yusko is a partner of Morgan Creek Capital Management, which pays him a base salary and is anticipated to make distributions of profits above and beyond that which is necessary to operate the business. Mr. Yusko is chiefly responsible for the investment processes and management of Morgan Creek Capital Management. He believes that to the extent that he and the staff at Morgan Creek Capital Management are successful in their investment endeavors, the greater the number of assets over time and the more significant their compensation. SECURITIES OWNERSHIP OF INVESTMENT COMMITTEE MEMBERS The table below shows the dollar range of the interests of each Fund beneficially owned as of December 31, 2005 by each Investment Committee Member (2). Investment Committee Member Master Fund Registered Fund TEI Fund - --------------------------- ---------------------- -------------------- ------------------ John A. Blaisdell over $1,000,000 $100,001 to $500,000 $10,001 to $50,000 Andrew B. Linbeck $100,001 to $500,000 $100,001 to $500,000 $10,001 to $50,000 A. Haag Sherman $100,001 to $500,000 $100,001 to $500,000 $10,001 to $50,000 Mark W. Yusko $500,001 to $1,000,000 None None (2) Includes the portion of investments made by the Salient Group beneficially owned and personal investments PORTFOLIO MANAGER COMPENSATION Mr. Adam L. Thomas has significant day-to-day duties in the management of the portfolio of the Fund, including providing analysis and recommendations on Asset Allocation and Investment Fund selection to the Investment Committee. Mr. Thomas owns equity interests in the Adviser. In addition, Mr. Thomas receives an additional interest in a portion of the revenues of the Adviser. As it relates to the Fund and other funds within the Fund Complex, Mr. Thomas receives all of his compensation based on the size of the Fund and the other funds within the Fund Complex and the management and advisory fees charged thereon. Accordingly, he believes that a significant driver of his compensation is the performance of the Fund and the Fund Complex, which has a significant bearing on the ability to raise additional assets. Mr. Thomas also owns equity in the general partner of another fund (and Mr. Thomas also owns a interest in a portion of the revenues derived by such general partner), and is compensated directly on performance (based on an incentive allocation) and the size of the fund's asset base (as of December 31, 2005, this fund's asset base was approximately $74 million). In addition, Mr. Thomas is a partner and officer of entities within the Salient Group, which pay him a base salary and he may receive a bonus, and Salient is obligated to make distributions of profits to him, as well as the other partners, on an annual basis. Mr. Thomas believes that to the extent that he is successful in his investment endeavors, the greater the number of assets over time and the more significant his compensation from the Salient Group will be. SECURITIES OWNERSHIP OF PORTFOLIO MANAGER The table below shows the dollar range of shares of the Fund beneficially owned as of December 31, 2005, by Mr. Thomas (3): Master Registered TEI ------ ---------- --- $10,001 to $50,000 $10,001 to $50,000 $1 to $10,000 (3) Includes the portion of investments made by the Salient Group beneficially owned THE SUB-ADVISER In accordance with the Investment Management Agreement, the Adviser has engaged Tanglewood Asset Management, LLC ("Tanglewood") as a sub-adviser (the "Sub-Adviser") to manage portions of the Master Fund's traditional fixed income investment portfolio. Tanglewood does not invest in Investment Funds, but rather invests directly in debt securities and open and closed end funds. Tanglewood is a North Carolina limited liability company, is registered as an investment adviser under the Advisers Act, and is located at 110 Oakwood Drive, Suite 210, Winston-Salem, NC 27103. Tanglewood offers advisory and portfolio management services for fixed income, equity, and balanced accounts. Tanglewood manages a moderate duration fixed income portfolio for the Master Fund, the fees for which are 0.25%, on an annualized basis, for the first $10 million of assets managed, 0.20% on the next $20 million, and 0.15% thereafter. SUB-ADVISER PRINCIPALS Persons responsible for the day-to-day management of the portions of the Fund's assets that are managed by Tanglewood are: Wayne Forrest Morgan, Samuel Meador Gibbs, II, and Alfred Reiner Guenthner (each, a "Principal"). Other Accounts Managed by the Sub-Adviser Certain Principals who are primarily responsible for the day-to-day management of certain portions of the Master Fund's assets, also manage other registered investment companies, other pooled investment vehicles and other accounts, as indicated below. The following tables identify, as of December 31, 2005: (i) the number of other registered investment companies, pooled investment vehicles and other accounts managed by these Principals and the total assets of such companies, vehicles and accounts; and (ii) the number and total assets of such companies, vehicles and accounts with respect to which the advisory fee is based on performance. The table below includes only those Tanglewood Principals who are primarily involved in the portfolio management of the Master Fund's assets: Registered Investment Pooled Investment Companies Vehicles Managed Other Accounts Managed by Principal by Principal Managed by Principal ---------------------- --------------------- --------------------- Name of Principal Number Total Assets Number Total Assets Number Total Assets - ----------------- ------ ------------- ------ ------------ ------ ------------ Wayne F. Morgan 1 $17.7 million 1 $7.3 million 45 $489 million Samuel M. Gibbs, II 1 $17.7 million 0 0 45 $496 million Alfred R. Guenthner 1 $17.7 million 1 $3.9 million 45 $492 million Registered Investment Pooled Investment Companies Vehicles Managed Other Accounts Managed by Principal by Principal Managed by Principal --------------------------- --------------------------- ---------------------------- Total Assets Total Assets Total Assets Number with with Number with with Number with with Performance- Performance Performance- Performance Performance- Performance Name of Principal e-Based Fees e Based Fees e-Based Fees e Based Fees e-Based Fees e Based Fees - ----------------- ------------ ------------ ------------ ------------ ------------ ------------- Wayne F. Morgan 0 0 0 0 1 $56.8 million Samuel M. Gibbs, II 0 0 0 0 0 0 Alfred R. Guenthner 0 0 0 0 0 0 CONFLICTS OF INTEREST OF THE SUB-ADVISER From time to time, potential conflicts of interest may arise between a portfolio manager's management of the investments of the Master Fund, on the one hand, and the management of other registered investment companies, pooled investment vehicles and other accounts (collectively, "other accounts"), on the other. The other accounts might have similar investment objectives or strategies as the Master Fund, track the same index the Fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Master Fund. The other accounts might also have different investment objectives or strategies than the Master Fund. Tanglewood manages the "traditional fixed income" portfolio of the Master Fund and principally invests directly in US government and agency securities as well as US "investment grade" corporate fixed income securities as well as open and closed end fixed income funds. In general, the market for such securities is deep and highly liquid. Accordingly, Tanglewood is not subject to the same conflict of interest issues that many other Investment Managers are (e.g., market impact of trades and allocation of investment opportunities). Tanglewood believes that its largest potential conflict of interest relates to the allocation of trades and brokerage commissions to its various accounts. Tanglewood has adopted policies and procedures reasonably designed to allocate investment opportunities and brokerage commissions on a fair and equitable basis over time. Knowledge and Timing of Master Fund Trades. A potential conflict of interest may arise as a result of the Principal's day-to-day management of a portion of the assets of the Master Fund. Because of their positions with the Master Fund, the portfolio managers know the size, timing and possible market impact of the Master Fund's trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the Master Fund. Investment Opportunities. A potential conflict of interest may arise as result of the Principal's management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both the Master Fund and other accounts managed by the Principal, but may not be available in sufficient quantities for both the Master Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Master Fund and another account. Tanglewood has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time. Performance Fees. A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the portfolio manager in that the portfolio manager may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to the Master Fund. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. (a) Total (c) Total Number of (d) Maximum Number (or Number of Shares (or Units) Approximate Dollar Value) Shares (or (b) Average Price Purchases as Part of of Shares (or Units) that Units) Paid per Share Publicly Announced May Yet Be Purchased Under Period Purchased (or Unit) Plans or Programs the Plans or Programs - ------ ---------- ----------------- -------------------- ---------------------------- July 1, 2005 through July 31, 2005 $ -- N/A N/A N/A August 1, 2005 through August 31, 2005 $ -- N/A N/A N/A September 1, 2005 through September 30, 2005 $1,936,963 N/A N/A N/A October 1, 2005 through October 31, 2005 $ -- N/A N/A N/A November 1, 2005 through November 30, 2005 $ -- N/A N/A N/A December 1, 2005 through December 31, 2005 $1,825,576 N/A N/A N/A Total $3,762,539 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 that occurred during the second fiscal quarter of the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto. (a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto. (a)(3) Not applicable. (a)(4) Proxy voting policies and procedures pursuant to Item 7 are attached hereto. (b) Certifications pursuant to Rule 30a-2(b) are furnished herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant)__________ The Endowment Master Fund, L.P. _______________________ By (Signature and Title) /s/ John A. Blaisdell --------------------- John A. Blaisdell Co-Principal Executive Officer Date February 27, 2006 By (Signature and Title) /s/ Andrew B. Linbeck --------------------- Andrew B. Linbeck Co-Principal Executive Officer Date February 27, 2006 By (Signature and Title) /s/ A. Haag Sherman ------------------- A. Haag Sherman Co-Principal Executive Officer Date February 27, 2006 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title) /s/ John A. Blaisdell --------------------- John A. Blaisdell Co-Principal Executive Officer Date February 27, 2006 By (Signature and Title) /s/ Andrew B. Linbeck --------------------- Andrew B. Linbeck Co-Principal Executive Officer Date February 27, 2006 By (Signature and Title) /s/ A. Haag Sherman ------------------- A. Haag Sherman Co-Principal Executive Officer Date February 27, 2006 By (Signature and Title) /s/ John E. Price ----------------- John E. Price Principal Financial Officer Date February 27, 2006