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 811-21730 THE ENDOWMENT TEI 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 TEI 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: 12/31/06 Date of reporting period: 06/30/06 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. (THE ENDOWMENT FUND LOGO) THE ENDOWMENT TEI FUND, L.P. SHAREHOLDER'S REPORT June 30, 2006 (Unaudited) THE ENDOWMENT TEI FUND, L.P. (A LIMITED PARTNERSHIP) STATEMENT OF ASSETS, LIABILITIES, AND PARTNERS' CAPITAL JUNE 30, 2006 (UNAUDITED) <Table> ASSETS Investments in the Endowment Offshore TEI Fund, at estimated fair value............................................................ $31,955,079 Cash and cash equivalents.......................................... 728,900 Prepaid contributions to Master Fund............................... 5,666,000 Prepaids and other assets.......................................... 57,881 ----------- Total assets..................................................... 38,407,860 =========== LIABILITIES AND PARTNERS' CAPITAL Subscriptions received in advance.................................. 6,394,900 Accounts payable and accrued expenses.............................. 73,631 ----------- Total liabilities................................................ 6,468,531 ----------- Partners' capital.................................................. 31,939,329 ----------- Total liabilities and partners' capital.......................... $38,407,860 =========== </Table> See accompanying notes to financial statements. 1 THE ENDOWMENT TEI FUND, L.P. (A LIMITED PARTNERSHIP) STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2006 (UNAUDITED) <Table> Net investment loss allocated from the Offshore TEI Fund: Interest and dividend income...................................... $ 30,688 Expenses.......................................................... (114,643) --------- Net investment loss allocated from the Offshore TEI Fund....... (83,955) --------- Expenses of the Fund: Insurance expense................................................. 5,800 Directors fees.................................................... 2,185 Legal Expenses.................................................... 9,012 Servicing fees.................................................... 95,191 Servicing fees waived............................................. (95,191) Other expenses.................................................... 16,701 --------- Total expenses of the Fund..................................... (33,698) --------- Net investment loss................................................. (117,653) --------- Net realized and unrealized gain from investment transactions allocated from the Offshore TEI Fund: Net realized gain from investments................................ 226,500 Net unrealized gain from investments.............................. 308,152 --------- Net gain from investment transactions allocated from the Offshore TEI Fund............................................ 534,652 --------- Net increase in partners' capital resulting from operations.... $ 416,999 ========= </Table> See accompanying notes to financial statements. 2 THE ENDOWMENT TEI FUND, L.P. (A LIMITED PARTNERSHIP) STATEMENT OF CHANGES IN PARTNERS' CAPITAL SIX MONTHS ENDED JUNE 30, 2006 (UNAUDITED) AND THE PERIOD FROM MARCH 17, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005 <Table> Contributions...................................................... $11,298,189 Net increase in partners' capital resulting from operations: Net investment loss.............................................. (251,327) Net realized gain from investments............................... 101,895 Net unrealized gain from investments............................. 955,218 ----------- Net increase in partners' capital resulting from operations... 805,786 ----------- Partners' capital at December 31, 2005............................. 12,103,975 ----------- Contributions...................................................... 19,418,355 Net increase in partners' capital resulting from operations: Net investment loss.............................................. (117,653) Net realized gain from investments............................... 226,500 Net unrealized gain from investments............................. 308,152 ----------- Net increase in partners' capital resulting from operations... 416,999 ----------- Partners' capital at June 30, 2006................................. $31,939,329 =========== </Table> See accompanying notes to financial statements. 3 THE ENDOWMENT TEI FUND, L.P. (A LIMITED PARTNERSHIP) STATEMENT OF CASH FLOWS <Table> <Caption> SIX MONTHS ENDED PERIOD ENDED JUNE 30, 2006 DECEMBER 31, 2005* ---------------- ------------------ (UNAUDITED) Cash flow from operating activities: Net increase in partners' capital resulting from operations..................................... $ 416,999 $ 805,786 Adjustments to reconcile net increase in partners' capital resulting from operations to net cash used in operating activities: Net gain from investment transactions allocated from the Offshore TEI Fund................... (534,652) (1,057,113) Net investment loss allocated from the Offshore TEI Fund..................................... 83,955 55,720 Contributions to Master Fund................... (19,421,656) (11,397,082) Distributions from Master Fund................. 199,154 116,595 Increase in prepaid contributions to Master Fund......................................... (5,666,000) -- Increase in prepaids and other assets.......... (56,081) (1,800) Increase in subscriptions received in advance.. 5,824,900 570,000 (Decrease) Increase in payable to Adviser...... (157,185) 157,185 Increase in accounts payable and accrued expenses..................................... 51,111 22,520 ------------ ------------ Net cash used in operating activities........ (19,259,455) (10,728,189) ------------ ------------ Cash flow from financing activities: Contributions from partners....................... 19,418,355 11,298,189 ------------ ------------ Net cash provided by financing activities.... 19,418,355 11,298,189 ------------ ------------ Net increase in cash and cash equivalents........... 158,900 570,000 Cash and cash equivalents at beginning of period.... 570,000 -- ------------ ------------ Cash and cash equivalents at end of period.......... $ 728,900 $ 570,000 ============ ============ </Table> - -------- * Represents the period from March 17, 2005 (Inception) through December 31, 2005. See accompanying notes to financial statements. 4 THE ENDOWMENT TEI FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 (UNAUDITED) (1) ORGANIZATION The Endowment TEI Fund, L.P. (the "Fund"), is a limited partnership organized under the laws of the state of Delaware. The Fund was registered and began operations on March 17, 2005 ("Inception") as a nondiversified, closed-end management investment company under the Investment Company Act of 1940 (the "1940 Act"). The Fund is a feeder fund in a master-feeder structure. The Fund will invest substantially all of its assets in The Endowment (Offshore TEI) Fund, Ltd. (the "Offshore TEI Fund"), which will in turn invest all of its assets in The Endowment Master Fund, L.P. (the "Master Fund"), which has the same investment objectives as the Offshore TEI Fund and the Fund. For convenience, reference to the Fund may include the Master Fund, as the context requires. 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 substantially all of its assets in the Offshore TEI Fund which will in turn invest all of its assets in the Master Fund. The Master Fund invests 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 Master 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 broadly across markets, asset classes, and risk profiles. The Master Fund's financial statements, footnotes and schedule of investments, included elsewhere in this report, are an integral part of the Fund's financial statements that should be read in conjunction with this report. The activity originating at the Offshore TEI Fund level is included in the Fund's statement of operations. However, since the total allocation of such activity is inconsequential, the financial statements for the Offshore TEI Fund are not included separately herein. The percentage of the Master Fund's partnership interests owned indirectly by the Fund on June 30, 2006 was 6.93%. 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. In addition to investment advisory services, the Adviser also functions as the servicing agent of the Fund (the "Servicing Agent") and as such provides or procures investor services and administrative assistance to the Fund. The Adviser can delegate all or a portion of its duties as Servicing Agent to other parties, who would in turn act as sub-servicing agents. 5 THE ENDOWMENT TEI FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 (CONTINUED) (UNAUDITED) (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. (c) INVESTMENT SECURITIES TRANSACTIONS The Fund records security transactions on a trade-date basis. Securities that are held by the Fund, including those that have been sold but not yet purchased, are marked to estimated fair value at the date of the financial statements, and the corresponding 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 investments, 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. The Fund invests (indirectly through the Offshore TEI Fund) substantially all of its assets in the Master Fund. Investments in the Master Fund are accounted for using the equity method, which approximates fair value. Valuation of the investments held by the Master Fund is discussed in the notes to the Master Fund financial statements included elsewhere in this report. (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, directly or indirectly through its investment in the Master Fund, including but not limited to, the following: all costs and expenses related to investment transactions and positions for the Fund's account; legal 6 THE ENDOWMENT TEI FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 (CONTINUED) (UNAUDITED) fees; accounting, auditing and tax preparation fees; recordkeeping and custodial fees; costs of computing the Fund's net asset value; fees for data and software providers; research expenses; 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 Board. 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. (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 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. (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 Interests. The $6,394,900 in subscriptions received in advance as of June 30, 2006 represents subscriptions for Fund Interests received prior to the July 2006 closing. (b) ALLOCATION OF PROFITS AND LOSSES For each fiscal period, generally monthly, net profits or net losses of the Fund, including allocations from the Master Fund, are allocated among and credited to or debited against the capital accounts of all partners as of the last day of each fiscal period in accordance with the partners' respective 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 7 THE ENDOWMENT TEI FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 (CONTINUED) (UNAUDITED) 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 any time prior to the business day immediately preceding the one-year anniversary of the partner's purchase of such Interest (or portion thereof) without incurring additional costs including an early repurchase fee. The Adviser, which also serves as the investment adviser of the Master Fund, expects that it will recommend to the Board that the Fund offer to repurchase such Interests each calendar quarter, pursuant to written tenders by partners. However, the Board retains the sole discretion to accept or reject the recommendation of the Adviser and to determine the amount of Interests, if any, that will be purchased in any tender offer that it does approve. Since the Fund's assets are invested in the Offshore TEI Fund which is in turn invested in the Master Fund, the ability of the Fund to redeem its Interests in the Offshore TEI Fund and Master Fund would be subject to the repurchase policies of these funds. In addition, the Fund may determine not to conduct a repurchase offer each time the Offshore TEI Fund and the Master Fund conduct a repurchase offer. In the event Interests are redeemed, there will be a substantial period of time between the date as of which partners must tender their Interests for repurchase and the date they can expect to receive payment for their Interests from the Fund. (4) INVESTMENTS IN PORTFOLIO SECURITIES As of June 30, 2006, all of the investments made by the Fund were in the Master Fund (via the Offshore TEI Fund). (5) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK In the normal course of business, the Investment Funds in which the Fund may invest either directly or through its investment in the Offshore TEI Fund which in turn invests in the Master Fund will 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 Fund's pro- rata share of the value of the investment in such Investment Funds as held by the Master Fund. In addition, the Master Fund may from time to time invest directly in derivative securities or other financial instruments to gain greater or lesser exposure to a particular asset class. (6) ADMINISTRATION AGREEMENT In consideration for administrative, accounting, and recordkeeping services, the Master Fund will pay the Independent Administrator a monthly administration fee (the "Administration Fee") based on the month end net assets of the Master Fund. The Master Fund is charged, on an annual basis, 8 basis points on Master Fund net assets of up to $100 million, 7 basis points on Master Fund net assets between the amounts of $100 million and $250 million and 6 basis points for amounts over $250 million. The asset based fees are assessed based on month end net assets and are payable monthly in arrears. The Independent Administrator will also provide the Master Fund with legal, compliance, transfer agency, and other investor related services at an additional cost. The fees for Fund administration will be paid out of the Master Fund's assets, which will decrease the net profits or increase the net losses of the partners in the Fund. 8 THE ENDOWMENT TEI FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 (CONTINUED) (UNAUDITED) (7) RELATED PARTY TRANSACTIONS (a) INVESTMENT MANAGEMENT FEE In consideration of the advisory and other services provided by the Adviser to the Master Fund, pursuant to the Investment Management Agreement, the Master Fund will pay the Adviser an investment management fee (the "Investment Management Fee"), equal to 1% on an annualized basis of the Master Fund's net assets, calculated based on the NAV at the end of each month, payable quarterly in arrears. So long as the Fund invests all of its investable assets in the Offshore TEI Fund, which in turn invests all of its investable assets in the Master Fund, the Fund will not pay the Adviser directly an Investment Management Fee; however, the Fund's partners bear an indirect portion of the investment management fee paid by the Master Fund through its ownership in the Offshore TEI Fund. The Investment Management Fee will decrease the net profits or increase the net losses of the Master Fund and indirectly the Offshore TEI Fund and the Fund as the fees reduce the capital accounts of the Master Fund's limited partners. (b) SERVICING FEE In consideration for providing or procuring investor services and administrative assistance to the Fund, the Adviser will receive a servicing fee (the "Servicing Fee") equal to 1% (on an annualized basis) of each partner's capital account balance, calculated at the end of each month, payable quarterly in arrears. The Adviser has chosen to waive the Servicing Fee since Inception of the Fund and will continue to do so at least until such time as the collective net asset value of all 1940 Act feeders investing in the Master Fund exceeds $40 million and the initial offering costs of the Fund have been fully amortized. Since Inception, all Servicing Fees have been waived by the Adviser. (c) 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 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. (8) INDEBTEDNESS OF THE FUND Pursuant to the Fund L.P. Agreement, the Fund may borrow up to, but not more than, 10% of the 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 pro rata share of such Investment Funds (held through its investment in the Offshore TEI Fund, which invests directly in the Master Fund), other than for some Investment Funds in which the Master Fund has made a capital commitment. For some Investment Funds in which the Master Fund has made a capital commitment that will be funded over a period of time, such as private equity and real estate funds, the Master Fund, in certain instances, may commit to fund up to 9 THE ENDOWMENT TEI FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 (CONTINUED) (UNAUDITED) twice its initial capital commitment. 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. (9) FINANCIAL HIGHLIGHTS <Table> <Caption> PERIOD SIX MONTHS ENDED MARCH 17, 2005 JUNE 30, 2006 (INCEPTION) TO (UNAUDITED) DECEMBER 31, 2005* ---------------- ------------------ Net investment loss to average partners' capital(1,2)................................ (1.24)% (3.97)% Expenses to average partners' capital(1,2).... 1.56% 4.62% Portfolio turnover(3)......................... 13.66% 12.65% Total return(4)............................... 4.30% (3.08)% Partners' capital, end of period.............. $31,939,329 $12,103,975 </Table> * The above calculations reflect the waiver of the Servicing Fees since Inception of the Fund. An investor's return (and operating ratios) may vary from those reflected based on the timing of capital transactions. - -------- (1) Ratios are calculated by dividing by average partners' capital measured at the end of the each month during the period. Ratios include allocations of net investment loss and expenses from the Offshore TEI Fund and Master Fund. These ratios have been annualized. (2) Had the Servicing Fee waiver not been in effect, the annualized ratios for net investment loss to average partners' capital capital would have been (2.24%) and (4.99%) for 2006 and 2005, respectively. Without the Servicing Fee waiver, the annualized ratios for expenses to average partners' capital would have been 2.56% and 5.64% for 2006 and 2005, respectively. (3) The Fund is invested exclusively in the Offshore TEI Fund which in turn is invested solely in the Master Fund, therefore the ratio reflects the portfolio turnover of the Master Fund, which in 2005 is for a full year. (4) Calculated as geometrically linked monthly returns for each month in the period. For the period ended December 31, 2005, the reported total return is negatively impacted by the write off of both the Fund's organization costs and the Offshore TEI Fund's organization costs, which occur at the inception of the Fund's operations in accordance with U.S. generally accepted accounting principles. This treatment for U.S. generally accepted accounting principles results in a negative total return for the Fund despite the increase during the period in partners' capital resulting from operations. Had these costs not been included as an expense at inception for the purposes of the total return calculation and were instead amortized over 60 months as they are being handled for capital allocation purposes, the total return would have been 8.70% for the 2005 period. 10 THE ENDOWMENT TEI FUND, L.P. (A LIMITED PARTNERSHIP) SUPPLEMENTAL INFORMATION (UNAUDITED) JUNE, 30, 2006 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. COMPENSATION FOR DIRECTORS The Fund, the Registered Fund and the TEI Fund together currently pay each Independent Director an annual fee of $10,000, which is paid quarterly, a fee of $2,500 per 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. ALLOCATION OF INVESTMENTS The following chart indicates the allocation of investments among the asset classes in the Master Fund as of June 30, 2006. <Table> <Caption> ASSET CLASS(1) FAIR VALUE % - -------------- ----------- ------ Domestic Equity........................................ 67,437,397 14.63% International Equity................................... 92,506,438 20.06% Opportunistic Equity................................... 48,277,533 10.47% Absolute Return........................................ 64,207,407 13.93% Real Estate............................................ 22,946,520 4.98% Natural Resources...................................... 55,847,208 12.11% Private Equity......................................... 27,534,147 5.97% Fixed Income........................................... 23,610,335 5.12% Enhanced Fixed Income.................................. 58,714,694 12.73% ----------- ------ Total Investments...................................... 461,081,679 100.00% =========== ====== </Table> - -------- (1) The complete list of investments included in the following asset class categories are included in the schedule of investments of the Master Fund. (2) The International Equity asset class includes the value of a put option on the MSCI Emerging Markets Index. 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. 11 THE ENDOWMENT TEI FUND, L.P. (A LIMITED PARTNERSHIP) SUPPLEMENTAL INFORMATION (UNAUDITED) JUNE, 30, 2006 (CONTINUED) 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. 12 This Page Intentionally Left Blank LOGO THE ENDOWMENT MASTER FUND, L.P. SHAREHOLDER'S REPORT June 30, 2006 (Unaudited) THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) STATEMENT OF ASSETS, LIABILITIES, AND PARTNERS' CAPITAL JUNE 30, 2006 (UNAUDITED) <Table> ASSETS Investments in Investment Funds, at estimated fair value (cost $342,120,554)................................................... $409,630,501 Investments in securities, at value (cost $42,169,232)............ 51,451,178 ------------ Total investments (cost $384,289,786)........................... 461,081,679 Cash and cash equivalents......................................... 9,743,193 Prepaid contributions to Investment Funds......................... 22,651,885 Interest and dividends receivable................................. 288,721 Prepaids and other assets......................................... 96,656 ------------ Total assets.................................................... 493,862,134 ============ LIABILITIES AND PARTNERS' CAPITAL Subscriptions received in advance................................. 28,308,627 Redemptions payable............................................... 2,720,475 Management fees payable........................................... 1,122,855 Offshore withholding tax payable.................................. 281,321 Administration fees payable....................................... 49,951 Accounts payable and accrued expenses............................. 50,205 ------------ Total liabilities............................................... 32,533,434 ------------ Paid in capital................................................... 384,536,807 Net unrealized gain from investments.............................. 76,791,893 ------------ Partners' capital............................................... 461,328,700 ------------ Total liabilities and partners' capital......................... $493,862,134 ============ </Table> See accompanying notes to financial statements. 1 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SCHEDULE OF INVESTMENTS JUNE 30, 2006 (UNAUDITED) <Table> <Caption> % OF SHARES/ PARTNERS' PAR VALUE* FAIR VALUE CAPITAL ---------- ------------ --------- Investments in Investment Funds Limited Partnerships and Limited Liability Companies British Virgin Islands Real Estate (0.07% of Partners' Capital) Patron Capital, L.P. II..................... $ 303,476 ------------ Total British Virgin Islands............. 303,476 ------------ Cayman Islands Domestic Equity (1.77% of Partners' Capital) Tiedmann-Falconer Partners, L.P. ........... 8,146,432 International Equity (0.49% of Partners' Capital) SR Phoenicia Fund -- Phoenicia (Class A, L.P.).................................... 2,268,885 Natural Resources (0.83% of Partners' Capital) Ospraie Special Opportunities (Offshore), Ltd. .................................... 3,809,272 ------------ Total Cayman Islands..................... 14,224,589 ------------ United States Absolute Return (11.30% of Partners' Capital) Black River Commodity Multi-Strategy Fund, LLC...................................... 5,013,500 Black River Global Multi-Strategy Leveraged Fund, LLC................................ 11,887,160 Courage Special Situations Fund, (Class C, L.P.).................................... 7,356,539 Harbert Arbitrage Fund, L.P. ............... 7,755 Highland Credit Strategies Fund, L.P. ...... 2,024,844 HomeField Partners, L.P. ................... 1,878,078 OZ Asia Domestic Partners, L.P. ............ 10,188,642 PIPE Equity Partners, LLC................... 13,543,632 Silverback Partners, L.P. .................. 226,428 Domestic Equity (12.85% of Partners' Capital) Bonanza Partners, L.P. ..................... 7,101,128 Caduceus Capital II, L.P. .................. 7,428,559 CCM Small Cap Value Qualified Fund, L.P. ... 903,413 Contrarian Equity Fund, L.P. ............... 5,159,872 Copper Arch Fund, L.P. ..................... 6,286,021 Criterion Institutional Partners, L.P. ..... 2,412,357 GMO U.S. Aggressive Long/Short Fund (Onshore)................................ 1,499,923 Leaf Investment Partners, L.P. ............. 5,579,938 Raptor Global Fund, L.P. ................... 8,666,089 Shumway Equity Fund, L.P. .................. 6,204,874 Tiger Consumer Partners, L.P. .............. 8,048,790 Enhanced Fixed Income (11.75% of Partners' Capital) Arx Global High Yield Securities Fund I L.P. .................................... 8,082,714 </Table> See accompanying notes to financial statements. 2 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SCHEDULE OF INVESTMENTS JUNE 30, 2006 (UNAUDITED) -- (CONTINUED) <Table> <Caption> % OF SHARES/ PARTNERS' PAR VALUE* FAIR VALUE CAPITAL ---------- ------------ --------- BDC Partners I, L.P. ....................... $ 15,807,151 Contrarian Capital Fund I, L.P. ............ 7,939,813 Greylock Global Opportunity Fund, L.P. ..... 7,629,452 Harbinger Capital Partners Fund I, L.P. .... 9,563,810 Ore Hill, L.P. ............................. 5,202,741 International Equity (16.17% of Partners' Capital) Avenue Asia Equity Investments, L.P. ....... 1,074,035 Boyer Allan Pacific Partners, L.P. ......... 9,603,024 The Explorador Fund, L.P. .................. 5,965,603 Gradient Europe Fund, L.P. ................. 6,537,385 L-R Global Partners, L.P. .................. 2,221,573 Monsoon India Inflection Fund 2, L.P. ...... 1,687,912 SR Global Fund -- Asia Portfolio (Class B, L.P.).................................... 6,607,758 SR Global Fund -- Europe Portfolio (Class A, L.P.).................................... 1,935,325 SR Global Fund -- International Portfolio (Class C, L.P.).......................... 10,044,550 SR Global Fund -- Emerging Markets Portfolio (Class G, L.P.).......................... 9,375,521 Steel Partners Japan, L.P. ................. 7,498,075 Taiyo Fund, L.P. ........................... 3,150,518 Torrey Pines Fund, LLC...................... 8,918,338 Natural Resources (8.09% of Partners' Capital) BP Capital Energy Equity Fund Master II, L.P. .................................... 9,914,857 The Ospraie Fund, L.P. ..................... 12,725,802 Southport Energy Plus Partners, L.P. ....... 3,322,412 Tocqueville Gold Partners, L.P. ............ 268,750 Treaty Oak Partners, L.P. .................. 11,083,465 Opportunistic Equity (10.46% of Partners' Capital) AQR Absolute Return Institutional Fund, L.P. .................................... 5,949,124 Bear Stearns Emerging Macro Fund, L.P. ..... 2,150,200 Global Undervalued Securities Fund.......... 10,425,131 GMO Mean Reversion Fund (Onshore)........... 9,842,102 Jetstream Global Institutional Fund, L.P. .. 4,579,218 Maverick Fund USA, Ltd. .................... 5,804,253 Pantera Global Macro Fund, L.P. ............ 3,383,577 Pardus European Special Opportunities Fund, L.P. .................................... 1,973,800 Prism Partners QP, L.P. .................... 4,170,129 </Table> See accompanying notes to financial statements. 3 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SCHEDULE OF INVESTMENTS JUNE 30, 2006 (UNAUDITED) -- (CONTINUED) <Table> <Caption> % OF SHARES/ PARTNERS' PAR VALUE* FAIR VALUE CAPITAL ---------- ------------ --------- Private Equity (4.92% of Partners' Capital) BDCM Opportunity Fund II, L.P. ............. $ 428,865 Brazos Equity Fund II, L.P. ................ 467,650 Cap Royalty Partners L.P. .................. 209,750 Crosslink Crossover Fund IV, L.P. .......... 5,020,443 Private Equity Investors, L.P. ............. 1,077,778 Protege Partners, L.P. ..................... 4,713,928 Q Investments............................... 8,730,135 Sanderling Venture VI Co-Investment Fund, L.P. .................................... 255,681 Sanderling Venture VI, L.P. ................ 218,276 Sterling Capital Partners II, L.P. ......... 388,685 Sterling Group Partners II, L.P. ........... 270,405 Venture Capital Fund of America............. 923,839 Real Estate (4.74% of Partner's Capital) Aslan Realty Partners III, LLC.............. 496,475 Clarion CRA Hedge Fund, L.P. ............... 2,499,681 Clarion Global Fund, L.P. .................. 1,092,173 Mercury Special Situations Fund............. 4,953,628 MONY/Transwestern Realty Partners II........ 997,521 NL Ventures V, L.P. ........................ 3,000,000 Security Capital, L.P. ..................... 5,527,338 Wells Street Partners, LLC.................. 3,304,673 ------------ Total United States...................... 370,432,584 ------------ Scotland Private Equity (0.09% of Partners' Capital) Actis Umbrella Fund, L.P. .................. 398,426 ------------ Total Scotland........................... 398,426 ------------ Total Limited Partnerships and Limited Liability Companies (Cost $322,583,142).......................... 385,359,075 83.53% Passive Foreign Investment Corporations Republic of Mauritius International Equity (1.68% of Partners' Capital) Boyer Allan India Fund, Inc. ............... 24,201 3,097,218 India Capital Fund Ltd. A2 Shares........... 2,396 4,663,094 ------------ Total Republic of Mauritius.............. 7,760,312 ------------ Total Passive Foreign Investment Corporations (Cost $5,000,000)......... 7,760,312 1.68% </Table> See accompanying notes to financial statements. 4 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SCHEDULE OF INVESTMENTS JUNE 30, 2006 (UNAUDITED) -- (CONTINUED) <Table> <Caption> % OF SHARES/ PARTNERS' PAR VALUE* FAIR VALUE CAPITAL ---------- ------------ --------- Bermuda Exempted Mutual Fund Company Private Equity (0.96% of Partners' Capital) Highland CDO Opportunity Fund............... $ 4,430,284 ------------ Total Bermuda Exempted Mutual Fund Company (Cost $4,000,000).............. 4,430,284 0.96% ------------ Cayman Company Limited by Shares Absolute Return (2.62% of Partners' Capital) Overseas CAP Partners, Inc. ................ 9,617 12,080,830 ------------ Total Cayman Company Limited by Shares (Cost $10,537,412)..................... 12,080,830 2.62% ------------ Total Investments in Investment Funds (Cost $342,120,554).................... 409,630,501 Investments in Securities Registered Investment Companies United States Enhanced Fixed Income (0.97% of Partners' Capital) GMO International Bond III.................. 4,348 4,489,012 Fixed Income (0.81% of Partners' Capital) Wasatch Hoisington US Treasury Fund......... 283,915 3,727,803 International Equity (1.36% of Partners' Capital) GMO Emerging Markets Fund III............... 224,401 6,286,356 Natural Resources (3.19% of Partners' Capital) State Street Research Global Resources Fund..................................... 194,127 14,722,649 Real Estate (0.17% of Partner's Capital) ING International Real Estate Fund.......... 27,778 282,778 Morgan Stanley Institutional Fund -- International Real Estate Portfolio................................ 17,813 488,778 ------------ Total United States...................... 29,997,376 ------------ Total Registered Investment Companies (Cost $20,656,828)..................... 29,997,376 6.50% Closed End Funds United States Financial (0.74% of Partners' Capital) Aberdeen Asia-Pacific Income Fund, Inc. .... 8,200 48,954 Blackrock Broad Investment Grade 2009 Term Trust.................................... 12,500 188,875 Blackrock Income Opportunity Trust.......... 47,400 465,468 Ishares Trust............................... 9,850 1,019,180 MFS Government Markets Income Trust......... 85,700 538,196 Morgan Stanley Government Income Trust...... 60,200 514,710 </Table> See accompanying notes to financial statements. 5 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SCHEDULE OF INVESTMENTS JUNE 30, 2006 (UNAUDITED) -- (CONTINUED) <Table> <Caption> % OF SHARES/ PARTNERS' PAR VALUE* FAIR VALUE CAPITAL ---------- ------------ --------- Putnam Premier Income Trust................. 85,171 $ 511,878 Western Asset/Claymore United States Treasury Fund............................ 10,300 114,741 ------------ Total United States...................... 3,402,002 ------------ Total Closed End Funds (Cost $3,633,803)............................ 3,402,002 0.74% Fixed Income United States Treasuries (0.79% of Partners' Capital) Treasury Inflation Protected Securities, 1.875%, 7/15/13.......................... $275,000 289,837 Treasury Inflation Protected Securities, 2.00%, 7/15/14........................... 150,000 154,415 Treasury Inflation Protected Securities, 1.875%, 7/15/15.......................... 300,101 284,756 Treasury Inflation Protected Securities, 3.625%, 4/15/28.......................... 250,000 369,661 United States Treasury Bonds, 5.250%, 2/15/29.................................. 765,000 761,653 United States Treasury Notes, 4.50%, 2/15/06.................................. 500,000 475,703 United States Treasury Notes, 4.75%, 3/31/11.................................. 500,000 492,481 United States Treasury Notes, 4.125%, 5/15/15.................................. 860,000 798,557 Agencies (0.93% of Partners' Capital) Federal Home Loan Mortgage Corp., Pool E74790, 5.00%, 2/1/14.................... 72,284 69,688 Federal Home Loan Mortgage Corp., Pool E75753, 5.50%, 3/1/14.................... 34,775 34,177 Federal Home Loan Mortgage Corp., Series 2750, Class OB, 4.00%, 7/15/15........... 201,000 195,670 Federal Home Loan Mortgage Corp., Pool E92286, 5.00%, 11/1/17................... 19,799 19,102 Federal Home Loan Mortgage Corp., Pool E95383, 5.00%, 2/1/18.................... 77,216 74,496 Federal Home Loan Mortgage Corp., Pool E94694, 5.50%, 2/1/18.................... 15,316 15,047 Federal Home Loan Mortgage Corp., Pool B10507, 4.50%, 10/1/18................... 36,055 34,102 Federal Home Loan Mortgage Corp., Pool B14009, 5.00%, 5/1/19.................... 69,999 67,527 Federal Home Loan Mortgage Corp, Pool C77936, 5.50%, 2/01/33................... 55,474 53,507 Federal Home Loan Mortgage Corp., Pool A10760, 5.50%, 6/1/33.................... 12,123 11,696 Federal Home Loan Mortgage Corp., Pool 80749, 5.12%, 10/20/33................... 377,090 380,027 Federal Home Loan Mortgage Corp., Pool A16536, 5.50%, 12/1/33................... 54,339 52,423 </Table> See accompanying notes to financial statements. 6 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SCHEDULE OF INVESTMENTS JUNE 30, 2006 (UNAUDITED) -- (CONTINUED) <Table> <Caption> % OF SHARES/ PARTNERS' PAR VALUE* FAIR VALUE CAPITAL ---------- ------------ --------- Federal Home Loan Mortgage Corp., Pool C01812, 5.50%, 4/1/34.................... $301,855 $ 291,208 Federal National Mortgage Association, Pool 380839, 6.12%, 11/1/08................... 295,523 296,216 Federal National Mortgage Association, Pool 254188, 5.50%, 1/1/09.................... 114,859 113,912 Federal National Mortgage Association, Pool 545210, 5.93%, 10/1/11................... 204,051 205,520 Federal National Mortgage Association, Pool 730353, 4.50%, 7/1/18.................... 30,392 28,793 Federal National Mortgage Association, Pool 767658, 5.00%, 2/1/19.................... 152,262 146,979 Federal National Mortgage Association, Pool 803745, 6.00%, 7/1/19.................... 499,253 495,821 Federal National Mortgage Association, Pool 415971, 6.00%, 11/1/28................... 41,248 40,800 Federal National Mortgage Association, Pool 699436, 7.00%, 2/1/33.................... 13,969 14,313 Federal National Mortgage Association, Pool 689659, 6.00%, 3/1/33.................... 33,897 33,467 Federal National Mortgage Association, Pool 698979, 5.50%, 4/1/33.................... 97,610 94,178 Federal National Mortgage Association, Pool 555528, 6.00%, 4/1/33.................... 21,119 20,864 Federal National Mortgage Association, Pool 723874, 5.50%, 7/1/33.................... 24,822 23,945 Federal National Mortgage Association, Pool 767299, 5.50%, 1/1/34.................... 82,843 79,919 Federal National Mortgage Association, Pool 777737, 5.00%, 5/1/34.................... 133,878 125,545 Federal National Mortgage Association, Pool 778316, 5.50%, 6/1/34.................... 338,768 326,251 Federal National Mortgage Association, Pool 783382, 6.00%, 8/1/34.................... 113,329 111,768 Government National Mortgage Association, Pool 451883, 6.00%, 7/15/28.............. 58,391 58,099 Government National Mortgage Association, Series 2004-78, Class C, 4.658%, 4/16/29.................................. 250,000 234,546 Government National Mortgage Association, Pool 488259, 6.50%, 8/15/29.............. 21,258 21,582 Government National Mortgage Association, Pool 501012, 6.50%, 4/15/31.............. 2,974 3,015 Government National Mortgage Association, Pool 603650, 6.00%, 4/15/33.............. 11,792 11,713 </Table> See accompanying notes to financial statements. 7 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SCHEDULE OF INVESTMENTS JUNE 30, 2006 (UNAUDITED) -- (CONTINUED) <Table> <Caption> % OF SHARES/ PARTNERS' PAR VALUE* FAIR VALUE CAPITAL ---------- ------------ --------- Government National Mortgage Association, Pool 621822, 5.50%, 12/15/33............. $ 29,422 $ 28,554 Government National Mortgage Association, Pool 562508, 5.50%, 2/15/34.............. 86,500 83,916 Government National Mortgage Association, Pool 628111, 5.50%, 5/15/34.............. 212,507 206,158 New Valley Generation II, Series 2001, 5.572%, 5/1/20........................... 42,705 41,377 Overseas Private Investment Corp., 3.74%, 4/15/15.................................. 152,002 142,295 Asset-Backed Securities (1.72% of Partners' Capital) Alesco Preferred Funding LTD, Series 5A, Class C3, 6.31%, 12/23/34................ 200,000 196,438 American Business Financial Services, Series 2002-2, 6.68%, 7/15/33................... 300,000 293,108 Bank of America Mortgage Securities, Series 2004-8, Class 2B1, 6.00%, 10/25/34....... 235,782 228,783 Bank of America Mortgage Securities, Series 2005-5, 5.50%, 6/25/35................... 397,195 392,603 Bear Stearns Adjustable Rate Mortgage Trust, Series 2003-1, Class 6A1, 5.06%, 4/25/33.................................. 134,611 133,180 Bear Stearns Adjustable Rate Mortgage Trust, Series 2003-1, Class 3A1, 5.39%, 4/25/33.................................. 130,761 128,678 Citigroup Mortgage Loan Trust, Inc., Series 2004-HYB4, Class 3B2, 4.46%, 12/25/34.... 195,196 183,607 Citigroup Mortgage Loan Trust, Inc., Series 2005-1, Class 2A2B, 4.78%, 4/25/35....... 194,745 188,295 Countrywide Alternative Loan Trust, Series 2004-33, Class 2B1, 5.24%, 12/25/34...... 223,525 216,051 Countrywide Alternative Loan Trust, Series 2005-19CB, Class A4, 5.50%, 6/25/35...... 208,863 204,647 Countrywide Home Loans, Series 2003-3, Class M6, 7.48%, 7/25/32....................... 100,000 101,085 Countrywide Home Loans, Series 2003-20, Class 1A14, 5.50%, 7/25/33............... 137,040 130,035 CSFB Mortgage Securities Corp., Series 2002- 10, Class 1M2, 7.00%, 5/25/32............ 180,000 176,644 CSFB Mortgage Securities Corp., Series 2004- 8, Class 4A4, 5.50%, 11/25/34............ 145,020 139,989 CSFB Mortgage Securities Corp., Series 2005- 5, Class 4A2, 6.25%, 7/25/35............. 146,600 145,500 CSFB Mortgage Securities Corp., Series 2005- 11, Class 7A2, 6.00%, 12/25/35........... 275,405 272,557 CSMC Certificate, Series 2006-2, Class 4A11, 5.75% 3/25/36............................ 340,775 337,287 </Table> See accompanying notes to financial statements. 8 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SCHEDULE OF INVESTMENTS JUNE 30, 2006 (UNAUDITED) -- (CONTINUED) <Table> <Caption> % OF SHARES/ PARTNERS' PAR VALUE* FAIR VALUE CAPITAL ---------- ------------ --------- Diversified REIT Trust, Series 1999-1A, Class D, 6.78%, 3/18/11.................. $135,000 $ 133,781 Drexel Burnham Lambert CMO Trust, Series V, Class 1, PO, 0.00%, 9/1/18............... 48,644 41,177 First Horizon Alternative Mortgage Securities, Series 2005-FA5, Class 3A2, 5.50%, 8/25/35........................... 298,358 289,507 First Republic Mortgage Loan Trust, Series 2000-FRB1, Class A2, 5.14%, 6/25/30...... 283,030 281,864 GSR Mortgage Loan Trust, Series 2004-11, Class B2, 4.58%, 9/25/34................. 297,331 287,204 GSR Mortgage Loan Trust, Series 2005-5F, Class 3A3, 5.00%, 6/25/35................ 290,542 275,648 GSR Mortgage Loan Trust, Series 2005-9F, Class 6A2, 6.50%, 1/25/36................ 332,637 332,223 Harborview Mortgage Loan Trust, Series, 2004-7, Class 3A2, 4.71%, 11/19/34....... 187,496 180,699 Impac Secured Assets Corp., Series 2002-3, Class M2, 7.18%, 8/25/32................. 200,000 199,628 JP Morgan Mortgage Trust, Series 2004-A1, Class 3A2, 5.03%, 02/25/34............... 209,078 195,684 JP Morgan Mortgage Trust, Series 2004-A3, Class 3A2, 4.98%, 07/25/34............... 165,686 160,715 Master Seasoned Securities Trust, Series 2004-1, Class 15B2, 6.24%, 8/25/17....... 245,774 243,141 Option One Mortgage Loan Trust, Series 2005- 1, Class M6, 6.47%, 2/25/35.............. 250,000 253,299 Residential Accredit Loans, Inc., Series 2003-QS7, Class M2, 6.00%, 4/25/33....... 128,568 123,225 Residential Asset Funding Mortgage, Inc., Series 2002-S17, Class A1, 5.00%, 11/25/17................................. 372,694 357,237 Residential Asset Mortgage Products, Inc., Series 2004-SL2, Class A1, 6.50%, 10/25/16................................. 140,980 141,820 Structured Asset Securities Corp., Series 2003-4, Class A6, 5.00%, 2/25/33......... 127,706 122,545 Washington Mutual, Series 2003-S11, Class 1A, 5.00%, 11/25/33...................... 77,269 71,839 Wells Fargo Mortgage Backed Securities Trust, Series 2003-4, Class A15, 5.50%, 6/25/33.................................. 205,457 203,730 Wells Fargo Mortgage Backed Securities Trust, Series 2003-1, Class A1, 4.49%, 11/25/33................................. 169,429 157,357 Wells Fargo Mortgage Backed Securities Trust, Series 2004-W, Class B2, 4.641%, 11/25/34................................. 198,981 187,743 Wells Fargo Mortgage Backed Securities Trust, Series 2004-S, Class A3, 3.54%, 9/25/34.................................. 200,000 198,328 </Table> See accompanying notes to financial statements. 9 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SCHEDULE OF INVESTMENTS JUNE 30, 2006 (UNAUDITED) -- (CONTINUED) <Table> <Caption> % OF SHARES/ PARTNERS' PAR VALUE* FAIR VALUE CAPITAL ---------- ------------ --------- Corporates Consumer (0.01% of Partners' Capital) General Motors Acceptance Corp., 6.125%, 1/22/08................................ $ 50,000 $ 49,014 Finance (0.06% of Partners' Capital) JP Morgan Chase & Co., 5.15%, 10/1/15.... 300,000 280,022 REIT (0.07% of Partners' Capital) Weingarten Realty Corp., 4.99%, 9/3/13... 350,000 329,335 ------------ Total United States...................... 16,480,531 ------------ Total Fixed Income (Cost $17,023,601).... 16,480,531 3.58% ------------ Option United States Index (0.34% of Partners' Capital) Ishares MSCI Emerging Markets Index Fund -- Put Option....................... 140,121 1,571,269 Total United States...................... 1,571,269 0.34% ------------ Total Option (Cost $855,000)............. 1,571,269 ------------ Total Investments in Securities (Cost $42,169,232)........................... 51,451,178 Total Investments (Cost $384,289,786).. $461,081,679 99.95% ============ </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 financial statements. 10 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) STATEMENT OF CHANGES IN PARTNERS' CAPITAL SIX MONTHS ENDED JUNE 30, 2006 (UNAUDITED) AND YEAR ENDED DECEMBER 31, 2005 <Table> Partners' capital at December 31, 2004........................... $280,216,027 Contributions.................................................... 73,321,507 Distributions.................................................... (11,808,134) Increase (decrease) 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 ------------ Contributions.................................................... 78,137,661 Distributions.................................................... (9,066,591) Increase (decrease) in partners' capital resulting from operations: Net investment loss............................................ (1,675,680) Net realized gain from investments............................. 6,294,976 Net unrealized gain from investments........................... 11,469,275 ------------ Net increase in partners' capital resulting from operations................................................ 16,088,571 ------------ Partners' capital at June 30, 2006............................... $461,328,700 ============ </Table> See accompanying notes to financial statements. 11 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2006 (UNAUDITED) <Table> Investment income: Dividend income (net of foreign tax of $48,629)................. $ 469,827 Interest income................................................. 415,895 ----------- Total investment income...................................... 885,722 ----------- Expenses: Management fees................................................. 2,140,247 Administration fees............................................. 141,428 Legal fees...................................................... 33,905 Professional fees............................................... 52,725 Custodian fees.................................................. 32,981 Directors fees.................................................. 21,000 Other expenses.................................................. 139,116 ----------- Total expenses............................................... 2,561,402 ----------- Net investment loss............................................... (1,675,680) ----------- Net realized and unrealized gain from investments: Net realized gain from investments.............................. 6,294,976 Net unrealized gain from investments............................ 11,469,275 ----------- Net realized and unrealized gain from investments............ 17,764,251 ----------- Net increase in partners' capital resulting from operations.............................................. $16,088,571 =========== </Table> See accompanying notes to financial statements. 12 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) STATEMENT OF CASH FLOWS <Table> <Caption> SIX MONTHS ENDED YEAR ENDED JUNE 30, 2006 DECEMBER 31, 2005 ---------------- ----------------- (UNAUDITED) Cash flow from operating activities: Net increase in partners' capital resulting from operations...................................... $ 16,088,571 $ 34,439,659 Adjustments to reconcile net increase in partners' capital resulting from operations to net cash used in operating activities: Purchases of investments........................ (126,356,492) (104,090,555) Proceeds from disposition of investments........ 58,354,029 43,304,376 Net realized gain from investments.............. (6,294,976) (3,533,829) Net unrealized gain from investments............ (11,469,275) (32,384,181) Inflation compensation earned on Treasury Inflation Protected securities................ (22,446) -- Accretion (amortization) of bond discount (premium), net................................ 8,717 (9,845) Increase in prepaid contributions to Investment Funds......................................... (7,551,885) (4,600,000) Increase in subscriptions received in advance... 28,308,627 -- Decrease (Increase) in interest and dividends receivable.................................... 493,095 (179,021) Decrease (Increase) in Receivable from Investment Funds.............................. 349,183 (349,183) (Increase) Decrease in prepaids and other assets........................................ (84,930) 1,291 Decrease in receivable from Adviser............. -- 5,759 Increase in redemptions payable................. 2,720,475 -- Increase in management fees payable............. 209,875 252,400 Increase in offshore withholding tax payable.... 48,629 58,694 (Decrease) Increase in accounts payable and accrued expenses.............................. (57,495) 17,797 Decrease in payable to Adviser.................. -- (132,497) Increase (Decrease) in administration fees payable....................................... 28,773 (73,420) ------------- ------------- Net cash used in operating activities......... (45,227,525) (67,272,555) ------------- ------------- Cash flow from financing activities: Borrowings on line of credit....................... 36,587,755 44,378,340 Repayments on line of credit....................... (50,978,181) (39,957,429) Contributions from partners........................ 78,137,661 73,321,507 Distributions to partners.......................... (9,066,591) (11,808,134) ------------- ------------- Net cash provided by financing activities..... 54,680,644 65,934,284 ------------- ------------- Net increase (decrease) in cash and cash equivalents........................................ 9,453,119 (1,338,271) Cash and cash equivalents at beginning of year....... 290,074 1,628,345 ------------- ------------- Cash and cash equivalents at end of year............. $ 9,743,193 $ 290,074 ============= ============= Supplemental disclosure of cash activity: Cash paid for interest............................. $ 60,118 $ 35,305 </Table> See accompanying notes to financial statements. 13 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 (UNAUDITED) (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 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. 14 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 (CONTINUED) (UNAUDITED) (c) INVESTMENT SECURITIES TRANSACTIONS The Fund records security transactions on a trade-date basis. Securities that are held by the Fund, including those that have been sold but not yet purchased, are marked to estimated fair value at the date of the financial statements, and the corresponding 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 held by the Fund 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 sale 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. - 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. 15 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 (CONTINUED) (UNAUDITED) - 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; recordkeeping and custodial fees; costs of computing the Fund's net asset value; fees for data and software providers; research expenses; costs of insurance; registration expenses; certain offering costs; expenses of meetings of the partners; directors fees; all costs with respect to communications to partners; transfer taxes and taxes withheld on non- US dividends; interest and commitment fees on loans and debit balances; and other types of expenses as may be approved from time to time by the Board. Offering costs are amortized over a twelve-month period or less from the date they are incurred. (g) INCOME TAXES The 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. 16 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 (CONTINUED) (UNAUDITED) (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 June 30, 2006, 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 $22,651,885 in prepaid contribution to Investment Funds as of June 30, 2006 represents funding of a portion of the July 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 up to 20% of an Investment Fund's net profits, although it is possible that such ranges may be exceeded for certain investment managers. These fees and incentive fees are in addition to the management fees charged by the 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 17 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 (CONTINUED) (UNAUDITED) monthly to annually with lock up provisions usually for a period of up to four years. Investment Funds that do provide for periodic redemptions may, depending on the Investment Fund's governing documents, have the ability to deny or delay a redemption request. For the six months ended June 30, 2006, the aggregate cost of purchases and proceeds from sales of investments were $126,356,492 and $58,354,029 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 generally reported to the Fund by its underlying investments on Schedules K-1 or 1099's. As of June 30, 2006, the cost of the Fund's investments was $384,289,786. Accordingly, unrealized appreciation and depreciation on investments was $79,972,267 and $3,180,374 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 directly 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 monthly 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 June 30, 2006, the Fund had $461,328,700 in net assets. The total Administration Fee incurred for the six months ended June 30, 2006 was $141,428. (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 18 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 (CONTINUED) (UNAUDITED) "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 six months ended June 30, 2006, $2,140,247 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 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, other than for some Investment Funds in which the Fund made a capital commitment. For some Investment Funds in which the Fund has made a capital commitment that will be funded over a period of time, such as private equity and real estate funds, the Fund, in certain instances, may commit to fund up to twice its initial capital commitment. 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 June 30, 2006, there was no outstanding balance under the credit facility. The weighted average interest rate paid on the line of credit through June 30, 2006 was 7.08%. 19 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 (CONTINUED) (UNAUDITED) (10) FINANCIAL HIGHLIGHTS <Table> <Caption> PERIOD APRIL 1, 2003 SIX MONTHS ENDED YEAR ENDED YEAR ENDED (INCEPTION) TO JUNE 30, 2006 DECEMBER 31, 2005 DECEMBER 31, 2004 DECEMBER 31, 2003 ---------------- ----------------- ----------------- ----------------- (UNAUDITED) Net investment loss to average partners' capital(1)................. (0.78)% (0.44)% (0.92)% (0.26)% Expenses to average partners' capital(1)................. 1.20% 1.19% 1.40% 0.66% Portfolio turnover........... 13.66% 12.65% 10.29% 11.90% Total return(2).............. 4.33% 10.40% 8.90% 21.66% Partners' capital, end of period..................... $461,328,700 $376,169,059 $280,216,027 $109,262,447 Average amount of borrowings outstanding during the period..................... $ 1,289,538 $ 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 the each month during the period. The 2006 and 2003 ratios have been annualized. (2) Calculated as geometrically linked monthly returns for each month in the period. 20 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SUPPLEMENTAL INFORMATION (UNAUDITED) JUNE 30, 2006 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. COMPENSATION FOR DIRECTORS The Fund, the Registered Fund and the TEI Fund together currently pay each Independent Director an annual fee of $10,000, which is paid quarterly, a fee of $2,500 per 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. ALLOCATION OF INVESTMENTS The following chart indicates the allocation of investments among the asset classes in the Master Fund as of June 30, 2006. <Table> <Caption> ASSET CLASS(1) FAIR VALUE % - -------------- ------------ ------ Domestic Equity...................................... $ 67,437,397 14.63% International Equity................................. 92,506,438 20.06% Opportunistic Equity................................. 48,277,533 10.47% Absolute Return...................................... 64,207,407 13.93% Real Estate.......................................... 22,946,520 4.98% Natural Resources.................................... 55,847,208 12.11% Private Equity....................................... 27,534,147 5.97% Fixed Income......................................... 23,610,335 5.12% Enhanced Fixed Income................................ 58,714,694 12.73% ------------ ------ TOTAL INVESTMENTS.................................... $461,081,679 100.00% ------------ ------ </Table> - -------- (1) The complete list of investments included in the following asset class categories are included in the schedule of investments of the Master Fund. (2) The International Equity asset class includes the value of a put option on the MSCI Emerging Markets Index. 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. 21 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SUPPLEMENTAL INFORMATION (UNAUDITED) JUNE 30, 2006 (CONTINUED) 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. INVESTMENT MANAGEMENT AGREEMENT AND SUB-ADVISORY AGREEMENT At a meeting of the Board held on January 18, 2006, the Board considered and approved the Investment Management Agreement between the Fund and the Adviser and the Sub-Advisory Agreement between the Adviser and Tanglewood Asset Management LLC (the "Sub-Adviser"). In reviewing these agreements, the Board requested information, which was provided by the Adviser, that was reasonably necessary for the Board to evaluate the agreements, and was advised by counsel. Following its review, the Board concluded that the Investment Management Agreement and Sub-Advisory Agreement enables the Fund's partners to obtain high quality services at a cost that is appropriate, reasonable, and in the best interests of investors based upon the following determinations, among others: The nature, extent and quality of the advisory service to be provided. Based on the nature and quality of the services provided by the Adviser and Sub-Adviser to the Fund in the past (as well as services anticipated to be provided in the future), the Adviser's management capabilities demonstrated with respect to the Fund, the Adviser's management oversight process, and the professional qualifications and experience of the Adviser's investment committee and the Sub-Adviser's personnel, the Board concluded that each of the Adviser and Sub-Adviser is capable of providing high quality services to the Fund. The Board also concluded that each of the Adviser and Sub- Adviser would provide the same quality and quantity of investment management and related services as provided in the past, that these services are appropriate in scope and extent in light of the Fund's operations, the competitive landscape of the investment company business and investor needs and that the Adviser's and Sub-Adviser's advisory obligations will remain the same in all respects. The investment performance of the Fund. The Board concluded, based on comparative performance information compiled by the Adviser, that the Fund's investment performance was superior to the performance of its comparative index and competitive or superior relative to comparable funds. On the basis of the Directors' assessment of the nature, extent and quality of investment advisory and related services to be provided or procured by the Adviser, the Directors concluded that the Adviser (with the assistance of the Sub-Adviser) was capable of generating a level of long-term investment performance that is appropriate in light of the Fund's investment objective, policies and strategies and competitive with many other comparable funds. The cost of advisory service provided and the level of profitability. On the basis of the Board's review of the fees to be charged by the Adviser for investment advisory and related services, the unique nature of the Fund's investment program, the Adviser's financial information, the fees paid by the Adviser to the Sub-Adviser, the costs associated with managing the Fund and the estimated profitability of the Adviser's relationships with the Fund, the Board concluded that the level of investment management fees and the profitability is appropriate in light of the services provided, the management fees and overall expense ratios of comparable investment companies, and the anticipated profitability of the relationship between the Fund and the Adviser. Further, on the basis of comparative information supplied by the Adviser, the Board determined that the management fees and estimated overall expense ratio of the Fund were competitive with comparable investment companies. 22 THE ENDOWMENT MASTER FUND, L.P. (A LIMITED PARTNERSHIP) SUPPLEMENTAL INFORMATION (UNAUDITED) JUNE 30, 2006 (CONTINUED) The extent to which economies of scale would be realized as the Fund grows and whether fee levels reflect these economies of scale for the benefit of Fund investors. While noting that the management fees will not decrease as the level of Fund assets increase, the Board concluded that the management fees appropriately reflect the Fund's current size, the current economic environment for the Adviser, and the competitive nature of the investment company market as relevant to the Fund. In addition, the Board noted that it will have the opportunity to periodically re-examine whether the Fund has achieved economies of scale, as well as the appropriateness of management fees payable to the Adviser and Sub-Adviser, in the future. Benefits (such as soft dollars) to the Adviser from its relationship with the Fund. The Board concluded that other benefits derived by the Adviser from its relationship with the Fund are reasonable and fair, result from the provision of appropriate services to the Fund and investors therein, and are consistent with industry practice and the best interests of the Fund and its partners. In this regard, the Board noted that the Adviser does not realize "soft dollar" benefits from its relationship with the Fund. Other considerations. The Board also determined that the Adviser has made a substantial commitment to the recruitment and retention of high quality personnel, and maintained the financial, compliance and operational resources reasonably necessary to manage the Fund in a professional manner that is consistent with the best interests of the Fund and its partners. The Directors also concluded that the Adviser has made a significant entrepreneurial commitment to the management and success of the Fund. 23 ITEM 2. CODE OF ETHICS. Not applicable. 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. 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. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. ITEM 11. CONTROLS AND PROCEDURES. The registrant's principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is (i) accumulated and communicated to the investment company's management, including its certifying officers, to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. There were no changes in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Not applicable. (a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto. (a)(3) Not applicable. (a)(4) Not applicable. (b) Certifications pursuant to Rule 30a-2(b) are furnished herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) The Endowment TEI Fund, L.P. By (Signature and Title) /s/ John A. Blaisdell ---------------------------------- John A. Blaisdell Co-Principal Executive Officer Date August 24, 2006 -------------------- By (Signature and Title) /s/ Andrew B. Linbeck ---------------------------------- Andrew B. Linbeck Co-Principal Executive Officer Date August 24, 2006 -------------------- By (Signature and Title) /s/ A. Haag Sherman ---------------------------------- A. Haag Sherman Co-Principal Executive Officer Date August 24, 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 August 24, 2006 -------------------- By (Signature and Title) /s/ Andrew B. Linbeck ---------------------------------- Andrew B. Linbeck Co-Principal Executive Officer Date August 24, 2006 -------------------- By (Signature and Title) /s/ A. Haag Sherman ---------------------------------- A. Haag Sherman Co-Principal Executive Officer Date August 24, 2006 -------------------- By (Signature and Title) /s/ John E. Price ---------------------------------- John E. Price Principal Financial Officer Date August 24, 2006 --------------------