0001398344-19-004565.txt : 20190311 0001398344-19-004565.hdr.sgml : 20190311 20190311171212 ACCESSION NUMBER: 0001398344-19-004565 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20181231 FILED AS OF DATE: 20190311 DATE AS OF CHANGE: 20190311 EFFECTIVENESS DATE: 20190311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALIENT PRIVATE ACCESS MASTER FUND L P CENTRAL INDEX KEY: 0001279392 IRS NUMBER: 980393260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-21527 FILM NUMBER: 19673072 BUSINESS ADDRESS: STREET 1: 4265 SAN FELIPE STREET 2: 8TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713-993-4675 MAIL ADDRESS: STREET 1: 4265 SAN FELIPE STREET 2: 8TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: ENDOWMENT MASTER FUND L P DATE OF NAME CHANGE: 20040210 N-CSR 1 fp0039852_ncsr.htm fp0039852

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number 811-21527

 

 

Salient Private Access Master Fund, L.P.

(Exact name of registrant as specified in charter)

 

 

 

4265 SAN FELIPE, 8TH FLOOR, HOUSTON, TX 77027

(Address of principal executive offices) (Zip code)

 

  With a copy to:
John A. Blaisdell George J. Zornada
Salient Private Access Master Fund, L.P. K & L Gates LLP
4265 San Felipe, 8th Floor State Street Financial Center
Houston, TX 77027 One Lincoln St.
(Name and address of agent for service) Boston, MA 02111-2950
  (617) 261-3231

 

 

 

Registrant’s telephone number, including area code: 800-725-9456

 

Date of fiscal year end: 12/31/18

 

Date of reporting period: 12/31/18

 

 

 

Item 1. Reports to Stockholders.

Salient

Private Access Fund

 

Salient Private Access Master Fund, L.P.

 

Annual Report

 

December 31, 2018

 

 

Report of Independent Registered Public Accounting Firm

 

To the Partners and Board of Directors
Salient Private Access Master Fund, L.P.:

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets, liabilities and partners’ capital of Salient Private Access Master Fund, L.P. (the “Master Fund”), including the schedule of investments, as of December 31, 2018, and the related statements of operations and cash flows for the year then ended, the statements of changes in partners’ capital for each of the years in the two-year period then ended, and the related notes (collectively, the “financial statements”), and the financial highlights for each of the years in the five-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Master Fund as of December 31, 2018, the results of its operations and its cash flows for the year then ended, the changes in its partners’ capital for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended in conformity with U.S. generally accepted accounting principles.

 

Basis for Opinion

 

These financial statements and financial highlights are the responsibility of the Master Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian, brokers and investees. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provides a reasonable basis for our opinion.

 

/s/ KPMG LLP

 

We have served as the auditor of one or more Salient investment companies since 2003.

 

Columbus, Ohio
March 1, 2019

 

1

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Statement of Assets, Liabilities and Partners’ Capital
December 31, 2018

 

Assets

       

Investments in Investment Funds, at fair value (cost $205,909,830)

  $ 217,511,749  

Investments in affiliated Investment Funds for which ownership exceeds 5% of the Investment Fund's capital, at fair value (cost $17,462,705)

    4,572,462  

Investments in affiliated Investment Funds for which ownership exceeds 25% of the Investment Fund's capital, at fair value (cost $8,636,854)

    9,173,091  

Investments in securities and CLO Equity, at fair value (cost $4,198,375)

    4,445,253  

Total investments

    235,702,555  

Cash and cash equivalents

    26,656,710  

Restricted cash:

       

Deposits at brokers for swaps

    2,840,000  

Deposits at brokers for futures

    1,606,399  

Interest and dividends receivable

    10,696  

Receivable from investments sold

    2,289,057  

Receivable from broker for swaps sold

    706,359  

Offshore withholding tax receivable

    36,741  

Variation margin on futures contracts

    62,675  

Prepaids and other assets

    20,644  

Total assets

    269,931,836  

Liabilities and Partners’ Capital

       

Withdrawals payable

    6,240,700  

Payable for investments purchased

    17,361  

Credit facility

    21,750,000  

Investment Management Fees payable

    621,209  

Payable to affiliate

    76  

Offshore withholding tax payable

    200,535  

Administration fees payable

    74,796  

Payable to Adviser

    100,000  

Payable to Directors

    22,958  

Accounts payable and accrued expenses

    639,731  

Total liabilities

    29,667,366  

Commitments and contingencies (see Note 3)

       

Partners’ capital

    240,264,470  

Total liabilities and partners’ capital

  $ 269,931,836  

 

See accompanying notes to financial statements.

 

2

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Schedule of Investments
December 31, 2018

 

 

Initial
Investment
Date

 

Shares

   

Cost

   

Fair
Value

   

% of
Partners’
Capital

 

Investments in Investment Funds

                                 

Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies

                                 

Canada

                                 

Private Equity (0.59% of Partners’ Capital)

                                 

Alloy Merchant Partners, L.P. (1)(2)

August, 2018

          $ 1,590,823     $ 1,418,249          

Total Canada

              1,590,823       1,418,249          

Cayman Islands

                                 

Energy (1.27% of Partners’ Capital)

                                 

Sentient Global Resources Fund III, L.P.

July, 2008

            3,266,772       1,847,523          

Sentient Global Resources Fund IV, L.P. (1)

June, 2011

            2,124,820       1,204,319          

Global Macro and Trading (4.26% of Partners’ Capital)

                                 

CCP Core Macro Fund LP- Class Newton USD

February, 2015

            10,500,000       10,237,485          

Private Equity (14.13% of Partners’ Capital)

                                 

ABRY Advanced Securities Fund, L.P.

August, 2008

            12,192       60,593          

CX Partners Fund Ltd. (1)

April, 2009

            3,059,494       2,685,842          

Gavea Investment Fund II A, L.P.

May, 2007

                  7,320          

Gavea Investment Fund III A, L.P.

September, 2008

                  295,530          

India Asset Recovery Fund L.P.

October, 2006

            102,450       106          

J.C. Flowers III L.P. (1)

October, 2009

            2,264,447       1,457,938          

LC Fund IV, L.P. (1)

May, 2008

            2,644,183       2,040,679          

New Horizon Capital III, L.P. (1)

March, 2009

            1,364,546       1,685,750          

Northstar Equity Partners III (1)

June, 2011

            1,399,200       1,384,124          

Orchid Asia IV, L.P. (1)

November, 2007

            1,047,749       3,318,156          

Reservoir Capital Partners (Cayman), L.P.

June, 2009

            296,684       746,361          

Tiger Global Private Investment Partners IV, L.P.

March, 2007

            344,636       225,582          

Tiger Global Private Investment Partners V, L.P. (1)

January, 2008

            1,484,563       1,139,470          

Tiger Global Private Investment Partners VI, L.P. (1)

November, 2010

            1,205,890       1,449,876          

Trustbridge Partners II, L.P. (1)

December, 2007

            1,392,900       1,748,467          

Trustbridge Partners III, L.P. (1)

April, 2009

            3,264,223       3,413,568          

Trustbridge Partners IV, L.P.

September, 2011

            2,156,044       5,340,317          

 

See accompanying notes to financial statements.

 

3

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Schedule of Investments, continued
December 31, 2018

 

 

Initial
Investment
Date

 

Shares

   

Cost

   

Fair
Value

   

% of
Partners’
Capital

 

Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued)

                                 

Cayman Islands (continued)

                                 

Trustbridge Partners V, L.P.

November, 2015

          $ 4,960,877     $ 6,946,222          

Real Estate (0.44% of Partners’ Capital)

                                 

Forum European Realty Income III, L.P.

February, 2008

            999,555       295,420          

Phoenix Asia Real Estate Investments II, L.P.

September, 2007

            864,748       762,689          

Total Cayman Islands

              44,755,973       48,293,337          

Guernsey

                                 

Private Equity (0.17% of Partners’ Capital)

                                 

Mid Europa Fund III LP

November, 2007

            385,774       406,287          

Total Guernsey

              385,774       406,287          

Republic of Mauritius

                                 

Real Estate (0.44% of Partners’ Capital)

                                 

ORBIS Real Estate Fund I (2)

November, 2006

            3,421,272       1,066,760          

Total Republic of Mauritius

              3,421,272       1,066,760          

United Kingdom

                                 

Private Equity (0.96% of Partners’ Capital)

                                 

Darwin Private Equity I L.P. (1)

September, 2007

            1,272,147       244,598          

Sovereign Capital Limited Partnership III (1)

March, 2010

                  2,068,739          

Real Estate (0.12% of Partners’ Capital)

                                 

Benson Elliot Real Estate Partners II, L.P.

August, 2006

            455,882       95,319          

Patron Capital, L.P. II

February, 2005

            149,980       26,680          

Patron Capital, L.P. III

July, 2007

            721,608       158,126          

Total United Kingdom

              2,599,617       2,593,462          

United States

                                 

Energy (11.45% of Partners’ Capital)

                                 

ArcLight Energy Partners Fund IV, L.P. (1)

October, 2007

            320,525       173,082          

ArcLight Energy Partners Fund V, L.P. (1)

December, 2011

            892,531       701,467          

CamCap Resources, L.P.

May, 2008

            53,948       1,135          

EIV Capital Fund II, LP (1)

December, 2014

            1,944,275       2,171,625          

 

See accompanying notes to financial statements.

 

4

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Schedule of Investments, continued
December 31, 2018

 

 

Initial
Investment
Date

 

Shares

   

Cost

   

Fair
Value

   

% of
Partners’
Capital

 

Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued)

                                 

United States (continued)

                                 

EMG AE Permian Co-Investment, LP

July, 2014

          $ 3,125,753     $ 598,094          

EnCap Energy Capital Fund VII-B LP (1)

October, 2007

            1,532,384       303,048          

EnCap Energy Infrastructure TE Feeder, L.P. (1)

October, 2009

            1,191,076       300,096          

Energy & Minerals Group Fund II, L.P. (1)

November, 2011

            2,046,258       2,752,675          

Haddington Energy Partners III, L.P.

April, 2017

            645,734       870,181          

Intervale Capital Fund, L.P. (1)

May, 2008

            1,020,987       1,130,558          

Merit Energy Partners G, L.P.

September, 2009

            3,165,628       2,354,687          

Midstream & Resources Follow-On Fund, L.P. (1)

March, 2010

            574,613       767,451          

NGP Energy Technology Partners II, L.P. (1)

July, 2009

            986,666       582,687          

NGP IX Offshore Fund, L.P. (1)

March, 2008

            728,606       158,806          

NGP Midstream & Resources, L.P. (1)

October, 2007

            1,545,958       1,349,852          

Quantum Parallel Partners V, LP

October, 2008

            5,248,417       6,931,000          

TPF II-A, L.P.

October, 2008

            1,384,952       139,800          

Triangle Peak Partners II Annex Fund, LP (1)

July, 2015

            1,260,246       1,469,801          

Vortus Investments, LP

January, 2016

            3,506,983       3,336,698          

Vortus Investments II, LP (1)

August, 2017

            525,110       509,359          

Vortus NPR Co-investment

December, 2015

            458,338       908,696          

Event-Driven (2.46% of Partners’ Capital)

                                 

BDCM Partners I, L.P.

January, 2011

            2,608,924       2,736,006          

Credit Distressed Blue Line Fund, L.P. (2)

April, 2010

            3,847,700       595,549          

Fortelus Special Situations Fund Ltd.

May, 2010

            275,952       680,448          

Harbinger Capital Partners Fund I, L.P.

November, 2006

            7,170,405       1,315,593          

Harbinger Capital Partners Fund II, L.P.

July, 2010

            922,338       96,726          

Harbinger Capital Partners Special Situations Fund, L.P.

December, 2006

            932,188       90,024          

 

See accompanying notes to financial statements.

 

5

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Schedule of Investments, continued
December 31, 2018

 

 

Initial
Investment
Date

 

Shares

   

Cost

   

Fair
Value

   

% of
Partners’
Capital

 

Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued)

                                 

United States (continued)

                                 

Harbinger Class L Holdings (U.S.), LLC

July, 2010

          $ 6,653     $ 39,039          

Harbinger Class LS Holdings I (U.S.) Trust

May, 2013

    592       401,956                

Harbinger Class PE Holdings (U.S.) Trust

July, 2010

    1       242,329       339,525          

Prospect Harbor Credit Partners LP

February, 2010

            7,577       21,728          

Global Macro and Trading (1.93% of Partners’ Capital)

                                 

GAM Systematic Discovery Fund LP (3)

September, 2017

            5,000,000       4,626,934          

Private Equity (32.23% of Partners’ Capital)

                                 

Accel-KKR Capital Partners III, LP (1)

January, 2013

            1,497,027       3,644,719          

Advent Latin American Private Equity Fund IV-F L.P.

August, 2007

            328,862       227,304          

Advent Latin American Private Equity Fund V-F L.P.

May, 2010

            1,616,678       1,625,629          

Armadillo Litigation Finance II (1)

February, 2016

            1,059,381       1,398,968          

Artis Juicy SPV, L.P.

November, 2014

                  40          

Artis Ventures II, L.P.

November, 2014

            2,152,000       2,856,314          

Aviator Capital Mid-Life Us Feeder Fund, LP

December, 2016

            2,024,352       3,025,927          

BDCM Opportunity Fund II, L.P. (1)

March, 2006

            935,146       1,258,809          

BLC Secured Credit Partners II LP

July, 2015

            1,642,813       480,666          

Catterton Growth Partners, L.P.

March, 2008

            1,992,712       1,038,101          

Chrysalis Ventures III, L.P.

December, 2006

            348,237       239,896          

Colbeck Strategic Lending Onshore Feeder, LP (1)(2)

March, 2017

            1,175,754       905,332          

Column Group II, LP

October, 2014

            5,479,198       6,526,904          

Column Group III, LP

May, 2016

            1,653,573       1,737,475          

Crestline Opportunities Fund III, LLC

August, 2016

            2,467,723       2,663,041          

Crosslink Crossover Fund V, L.P.

May, 2007

            390,141       376,184          

Crosslink Crossover Fund VI, L.P.

March, 2007

                  1,850,420          

 

See accompanying notes to financial statements.

 

6

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Schedule of Investments, continued
December 31, 2018

 

 

Initial
Investment
Date

 

Shares

   

Cost

   

Fair
Value

   

% of
Partners’
Capital

 

Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued)

                                 

United States (continued)

                                 

Dace Ventures I, LP

June, 2007

          $ 347,387     $ 157,042          

Fairhaven Capital Partners, L.P.

March, 2008

            1,842,118       2,037,895          

Founders Fund III, LP

May, 2010

            994,718       4,258,994          

Founders Fund IV, LP

January, 2012

            746,327       5,452,477          

Freedom Participation Partners I, LLC (1)

July, 2016

            2,000,000       1,009,255          

Garrison Opportunity Fund LLC

February, 2010

                  153,292          

Garrison Opportunity Fund II A LLC (1)

March, 2011

                  713,041          

HealthCor Partners Fund, L.P.

August, 2007

            1,122,445       1,405,499          

Highland Credit Strategies Liquidation Vehicle Onshore

May, 2011

                  5,737          

ILS Property & Casualty Master Fund Ltd. (1)

November, 2014

            2,483,689       2,863,393          

Ithan Creek Partners, L.P.

October, 2008

            35,005       143,255          

Kayne Anderson Real Estate Debt, L.P. (1)

June, 2016

            1,900,907       1,729,870          

Kayne Anderson Real Estate Debt II, L.P. (1)

July, 2017

            1,333,574       1,297,831          

L-R Global Partners, L.P.

May, 2007

            136,331                

MatlinPatterson Global Opportunities Partners III, L.P. (1)

July, 2007

            1,551,593       653,666          

Middle East North Africa Opportunities Fund, L.P. (2)

July, 2008

    728       728,344       86,572          

Monomoy Capital Partners, L.P.

November, 2006

            908,020       63,108          

Monomoy Capital Partners II, L.P. (1)

May, 2011

            1,566,315       1,240,489          

Monomoy Capital Partners III, L.P.

December, 2017

            1,079,111       835,170          

Parabellum Partners I, LP

August, 2017

            2,200,172       1,944,783          

Pine Brook Capital Partners, L.P. (1)

January, 2008

            2,080,523       826,236          

Pinto America Growth Fund, L.P.

July, 2006

            35,597       147,457          

Private Equity Investment Fund V, L.P.

April, 2009

            5,677,931       2,968,061          

Rosebrook 2018 Co-Invest I, L.P. (3)

January, 2018

            1,052,606       1,396,745          

 

See accompanying notes to financial statements.

 

7

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Schedule of Investments, continued
December 31, 2018

 

 

Initial
Investment
Date

 

Shares

   

Cost

   

Fair
Value

   

% of
Partners’
Capital

 

Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued)

                                 

United States (continued)

                                 

Saints Capital VI, L.P. (1)

April, 2008

          $ 1,798,157     $ 566,352          

Sanderling Venture Partners VI Co-Investment Fund, L.P.

June, 2005

            224,326       157,186          

Sanderling Venture Partners VI, L.P.

June, 2005

            119,592       157,271          

Sterling Capital Partners II, L.P.

August, 2005

            208,153       39,431          

Sterling Group Partners II, L.P.

July, 2005

            199,627       444          

Sterling Group Partners III, L.P.

April, 2010

            1,642,280       872,666          

Strategic Value Global Opportunities Fund I-A, L.P.

December, 2006

            28,951       158,473          

Strattam Capital Investment Fund, L.P. (1)

December, 2015

            3,769,972       3,891,571          

Strattam Capital Investment Fund II, L.P. (1)

February, 2018

            856,450       777,015          

Strattam Co-Invest Fund V, L.P.

December, 2018

            453,214       453,214          

Strattam Co-Invest Fund VI, L.P.

December, 2018

            453,214       453,214          

TAEF Fund, LLC

August, 2008

            476,124       475,630          

Tenaya Capital V, LP

November, 2007

            572,975       814,704          

Tenaya Capital VI, LP

July, 2012

            1,361,723       1,626,642          

The Column Group, LP

September, 2007

            1,702,735       1,712,852          

The Raptor Private Holdings L.P.

January, 2009

    188       128,227       67,512          

Trivest Fund IV, L.P.

November, 2007

            73,287       512,683          

Tuckerbrook SB Global Distressed Fund I, L.P.

July, 2007

            151,736       303,458          

Valiant Capital Partners LP

July, 2009

            558,520       715,947          

VCFA Private Equity Partners IV, L.P. (1)

March, 2005

            348,972       44,530          

VCFA Venture Partners V, L.P.

January, 2007

            823,201       581,783          

Voyager Capital Fund III, L.P.

May, 2007

            328,914       439,558          

WestView Capital Partners II, L.P.

August, 2009

            1,244,857       1,356,863          

Real Estate (5.07% of Partners’ Capital)

                                 

Cypress Realty VI Limited Partnership

June, 2007

            613,297       404,933          

Florida Real Estate Value Fund, L.P. (1)

October, 2010

                  315,774          

 

See accompanying notes to financial statements.

 

8

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Schedule of Investments, continued
December 31, 2018

 

 

Initial
Investment
Date

 

Shares

   

Cost

   

Fair
Value

   

% of
Partners’
Capital

 

Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued)

                                 

United States (continued)

                                 

GTIS Brazil Real Estate Fund (Brazilian Real) LP

July, 2008

          $ 2,673,820     $ 2,442,719          

Lone Star Real Estate Fund II (U.S.), L.P.

June, 2011

            11,941       59,508          

Monsoon Infrastructure & Realty Co-Invest, L.P.

February, 2008

            1,560,996       3,006,994          

Northwood Real Estate Co-Investors LP (1)

April, 2008

            519,470       672,775          

Northwood Real Estate Partners LP (1)

April, 2008

            1,416,575       1,805,624          

Parmenter Realty Fund IV, L.P. (1)

May, 2011

            283,788       79,125          

Pennybacker IV, LP (1)

February, 2018

            2,041,933       2,087,550          

SBC US Fund II, LP

June, 2011

            1,090,032       1,235,960          

Square Mile Partners III LP

April, 2008

            742,714       70,449          

Relative Value (20.36% of Partners’ Capital)

                                 

CIFC SSC Loan Fund, L.P.

April, 2016

            5,000,000       6,628,572          

Eton Park Fund, L.P.

June, 2009

            335,491       29,311          

King Street Capital, L.P. (1)

November, 2009

            27,943       67,324          

Magnetar Capital Fund LP

February, 2009

                  69,647          

Magnetar SPV LLC

May, 2008

            32,888       3,367          

Millennium USA LP

April, 2012

            4,220,701       13,464,473          

Napier Park IG Muni First Loss Fund, LP (3)

April, 2015

            2,584,248       3,149,412          

OZ Asia Domestic Partners, LP

December, 2007

            305,420       105,196          

PIPE Equity Partners, LLC (2) (4)

August, 2008

            3,332,051                

PIPE Select Fund, LLC (2) (4)

September, 2008

            2,866,761                

Prophet Opportunity Partners LP

March, 2017

            6,000,000       6,772,753          

Stark Select Asset Fund, LLC

July, 2010

                  15,016          

STS Partners Fund, LP

November, 2016

            5,500,000       7,773,704          

The 1609 Fund Ltd.

January, 2018

    10,000       10,000,000       10,840,392          

Total United States

              176,846,596       176,577,544          

Total Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies

              229,600,055       230,355,639       95.88 %

 

See accompanying notes to financial statements.

 

9

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Schedule of Investments, continued
December 31, 2018

 

 

Initial
Investment
Date

 

Shares

   

Cost

   

Fair
Value

   

% of
Partners’
Capital

 

Passive Foreign Investment Companies

                                 

Cayman Companies Limited by Shares, Exempted Companies and Limited Liability Companies

                                 

Private Equity (0.02% of Partners’ Capital)

                                 

Q China Holdings Ltd.

December, 2013

    331     $ 37,743     $ 41,142          

Q India Holdings Ltd.

December, 2013

    1,619       162,199       308          

Relative Value (0.14% of Partners’ Capital)

                                 

CRC Credit Fund Ltd.

July, 2010

    8,401       205,789       349,915          

Total Cayman Companies Limited by Shares, Exempted Companies and Limited Liability Companies

              405,731       391,365          

Total Passive Foreign Investment Companies

              405,731       391,365       0.16 %

Private Corporations

                                 

United States

                                 

Real Estate (0.00% of Partners’ Capital)

                                 

Legacy Partners Realty Fund II, Inc.

August, 2006

            1,503,603       10,298          

Total Private Corporations

              1,503,603       10,298       0.00 %

Total Investments in Investment Funds (6)

              231,509,389       230,757,302       96.04 %

Investments in CLO Equity

                                 

United States

                                 

Relative Value (1.35% of Partners’ Capital)

                                 

Regatta XV Funding Ltd., Subordinated Note, Principal $5,000,000, due 10/1/2031 (5)

October, 2018

            3,118,300       3,250,000          

Total Investments in CLO Equity

              3,118,300       3,250,000       1.35 %

 

See accompanying notes to financial statements.

 

10

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Schedule of Investments, continued
December 31, 2018

 

 

Initial
Investment
Date

 

Shares

   

Cost

   

Fair
Value

   

% of
Partners’
Capital

 

Investments in Securities

                                 

Common Stocks

                                 

United States

                                 

Professional Services (0.21% of Partners’ Capital)

                                 

Milton ZXP LLC - Class A Units (2)(4)(6)

February, 2018

    5,000     $ 500,000     $ 500,000          

REVA Medical, Inc.

      50,795       26,262       5,003          

Total United States

              526,262       505,003          

British Virgin Islands

                                 

Professional Services (0.10% of Partners’ Capital)

                                 

Despegar.com, Corp.

      19,332       253,823       239,910          

Total British Virgin Islands

              253,823       239,910          

Total Common Stocks

              780,085       744,913       0.31 %

Preferred Stocks

                                 

United States

                                 

Food Technology (0.18% of Partners’ Capital)

                                 

Credible Inc., Series A Preferred Stock (4)

April, 2015

    19,842       299,995       429,976          

Professional Services (0.18% of Partners’ Capital)

                                 

Hired, Inc., Series C Preferred Stock (4)

December, 2015

    78,280       399,995       420,364          

Total Preferred Stocks (6)

              699,990       850,340       0.36 %

Convertible Note Purchase Agreements

                                 

United States

                                 

Food Technology (0.04% of Partners’ Capital)

                                 

Credible, Inc. (1) (4)

April, 2016

            100,000       100,000          

Total Purchase Agreements (6)

              100,000       100,000       0.04 %

Total Investments in Securities

              1,580,075       1,695,253       0.71 %

Total Investments

            $ 236,207,764     $ 235,702,555       98.10 %

 

The Master Fund’s total outstanding capital commitments to Investment Funds as of December 31, 2018 were $45,862,314. For certain Investment Funds for which the Master Fund has a capital commitment, the Master Fund may be allocated its pro-rata share of expenses prior to having to fund a capital call for such expenses.

 

All investments are non-income producing unless noted otherwise.

 

See accompanying notes to financial statements.

 

11

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Schedule of Investments, continued
December 31, 2018

 

 

(1)

Income producing investment.

(2)

Affiliated investments for which ownership exceeds 5% of the Investment Fund's capital (See Note 5b).

(3)

Affiliated investments for which ownership exceeds 25% of the Investment Fund's capital (See Note 5b).

(4)

Security was valued in good faith pursuant to procedures approved by the Board of Directors as of December 31, 2018. The total of all such securities represents 0.60% of partners' capital.

(5)

CLO subordinated notes are considered CLO equity positions. CLO equity positions are entitled to recurring distributions which are generally equal to the remaining cash flow of payments made by underlying securities less contractual payments to debt holders and fund expenses. The effective yield is estimated based upon the current projection of the amount and timing of these recurring distributions in addition to the estimated amount of terminal principal payment. The effective yield for the CLO equity position will generally be updated periodically or on transactions such as an add-on purchases, refinancing or reset. The estimated yield and investment cost may ultimately not be realized.

(6)

Restricted investments as to resale.

 

See accompanying notes to financial statements.

 

12

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Schedule of Investments, continued
December 31, 2018

 

Futures Contracts Purchased:

 

Description

Contracts

Expiration Date

Notional Value

Value and
Unrealized
Appreciation/
(Depreciation)

E-mini S&P 500

80

March 2019

$10,020,800

62,675

 

Total Return Swap Agreements:

 

 

Underlying
Instrument

   

Counterparty

   

Pay /
Receive
Total
Return

   

Financing
Rate /
Frequency

   

Maturity
Date

   

Notional
Amount at
Value
1

   

Premium
(Paid)
Received

   

Unrealized
Gain (Loss)

   

Value

 
    Lyxor Swap2       Societe Generale       Pay       3M LIBOR + 1.30% / Quarterly       3/1/2019     $ 11,379,100     $     $     $  

 

 

1

Reference amount pursuant to which the counterparties make payments and is not a measure of the maximum risk of loss.

2

The underlying investment is the Lyxor/Bridgewater Fund Limited - Class B.

 

 

See accompanying notes to financial statements.

 

13

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Statement of Operations
Year Ended December 31, 2018

 

Investment income:

       

Dividend income (net of foreign tax withholding of $218,483)*

  $ 1,789,005  

Interest income

    2,076,933  

Total investment income

    3,865,938  

Expenses:

       

Investment Management Fees

    2,579,971  

Administration fees

    181,072  

Professional fees

    950,905  

Consulting fees

    83,280  

Custodian fees

    59,256  

Directors' fees

    101,508  

Interest expense

    2,097,910  

Other expenses

    254,054  

Total expenses

    6,307,956  

Net investment loss

    (2,442,018 )

Net realized and unrealized gain (loss):

       

Net realized gain (loss) from investments and foreign currency translations

    12,476,366  

Net realized gain from futures contracts

    9,791  

Net realized gain (loss) from swap agreements

    (132,117 )

Net realized gain (loss) from affiliated Investment Funds

    49,836  

Net realized gain (loss)

    12,403,876  

Change in unrealized appreciation/depreciation from investments and foreign currency translations

    (9,021,209 )

Change in unrealized appreciation/depreciation on swap agreements

    1,635,898  

Change in unrealized appreciation/depreciation on futures contracts

    62,507  

Change in unrealized appreciation/depreciation from affiliated Investment Funds

    (1,477,133 )

Change in unrealized appreciation/depreciation

    (8,799,937 )

Net realized and unrealized gain (loss):

    3,603,939  

Net increase in partners’ capital resulting from operations

  $ 1,161,921  

 

 

*

Non-cash dividends amounted to $371,821.

 

See accompanying notes to financial statements.

 

14

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Statements of Changes in Partners’ Capital
Years Ended December 31, 2017 and 2018

 

Partners’ capital at December 31, 2016

  $ 285,009,069  

Contributions

    87,795  

Withdrawals

    (31,332,414 )

Net increase in partners’ capital resulting from operations:

       

Net investment loss

    (4,773,220 )

Net realized gain from investments and foreign currency translations

    9,539,517  

Net realized gain from swap agreements

    109,551  

Net realized gain from affiliated Investment Funds

    79,302  

Change in unrealized appreciation/depreciation from investments and foreign currency translations

    11,512,296  

Change in unrealized appreciation/depreciation from swap agreements

    (1,624,003 )

Net increase in partners’ capital resulting from operations

    14,843,443  

Partners’ capital at December 31, 2017

  $ 268,607,893  

Contributions

    3,700,835  

Withdrawals

    (33,206,179 )

Net increase in partners’ capital resulting from operations:

       

Net investment loss

    (2,442,018 )

Net realized gain from investments and foreign currency translations

    12,476,366  

Net realized gain from futures contracts

    9,791  

Net realized loss from swap agreements

    (132,117 )

Net realized gain from affiliated Investment Funds

    49,836  

Change in unrealized appreciation/depreciation from investments and foreign currency translations

    (9,021,209 )

Change in unrealized appreciation/depreciation on swap agreements

    1,635,898  

Change in unrealized appreciation/depreciation on futures contracts

    62,507  

Change in unrealized appreciation/depreciation from affiliated Investment Funds

    (1,477,133 )

Net increase in partners’ capital resulting from operations

    1,161,921  

Partners’ capital at December 31, 2018

  $ 240,264,470  

 

See accompanying notes to financial statements.

 

15

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Statement of Cash Flows
Year Ended December 31, 2018

 

Cash flows from operating activities:

       

Net increase in partners’ capital resulting from operations

  $ 1,161,921  

Adjustments to reconcile net increase in partners’ capital resulting from operations to net cash provided by operating activities:

       

Purchases of investments

    (48,308,804 )

Proceeds from disposition of investments

    88,760,747  

Net realized gain from investments and foreign currency translations

    (12,476,366 )

Net realized loss from swap agreements

    132,117  

Net realized gain from futures contracts

    (9,791 )

Net realized gain from affiliated Investment Funds

    (49,836 )

Change in unrealized depreciation from investments and foreign currency translations

    9,021,209  

Change in unrealized appreciation from swap agreements

    (1,635,898 )

Change in unrealized appreciation on futures contracts

    (62,507 )

Change in unrealized depreciation from affiliated Investment Funds

    1,477,133  

Change in operating assets and liabilities:

       

Interest and dividends receivable

    (4,000 )

Receivable from investments sold

    20,764,942  

Receivable from broker for swaps sold

    (393,270 )

Offshore withholding tax receivable

    (36,741 )

Prepaids and other assets

    (13,865 )

Payable for investments purchased

    17,361  

Investment Management Fees payable

    (64,343 )

Payable to affiliate

    (134,093 )

Offshore withholding tax payable

    (36,534 )

Administration fees payable

    (2,515 )

Payable to Directors

    1,821  

Accounts payable and accrued expenses

    403,535  

Net cash provided by operating activities

    58,512,223  

Cash flows from financing activities:

       

Borrowings on credit facility

    (20,250,000 )

Contributions

    3,700,835  

Withdrawals

    (33,791,979 )

Net cash used in financing activities

    (50,341,144 )

Effect of exchange rate changes in cash

    93,060  

Net change in cash, cash equivalents and restricted cash

    8,264,139  

Cash, cash equivalents and restricted cash at beginning of year

    22,838,970  

Cash, cash equivalents and restricted cash at end of year

  $ 31,103,109  

Supplemental schedule of cash activity:

       

Cash paid for offshore withholding taxes

  $ 770,895  

Cash paid for interest

    2,097,910  

Supplemental schedule of non-cash activity:

       

Non-cash dividends received in kind

  $ 371,821  

 

See accompanying notes to financial statements.

 

16

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements
December 31, 2018

 

(1)

ORGANIZATION

 

The Salient Private Access Master Fund, L.P. (the “Master Fund”), a Delaware limited partnership, commenced operations on April 1, 2003. The Master Fund operated as an unregistered investment vehicle until March 10, 2004, at which time it registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Master Fund is the master fund in a master-feeder structure in which there are currently six feeder funds.

 

The Master Fund’s investment objective is to preserve capital and to generate consistent long-term appreciation and returns across a market cycle (which is estimated to be five to seven years). The Master Fund is primarily a “fund of funds” which pursues its investment objective by investing its assets in a variety of investment vehicles including, but not limited to, limited partnerships, limited liability companies, hedge funds, offshore corporations and other foreign investment vehicles (collectively, the “Investment Funds”), registered investment companies (including exchange-traded funds) and direct investments in marketable securities and derivative instruments. The Investment Funds are managed by a carefully selected group of investment managers, identified by the Adviser, as hereinafter defined. The various styles and strategies employed by the Investment Funds and supplemented by the Master Fund’s direct investments, serve to achieve a portfolio that is broadly allocated.

 

The Endowment Fund GP, L.P., a Delaware limited partnership, serves as the general partner of the Master Fund (the “General Partner”). To the fullest extent permitted by applicable law, the General Partner has irrevocably delegated to a board of directors (the “Board” and each member a “Director”) its rights and powers to monitor and oversee the business affairs of the Master Fund, including the complete and exclusive authority to oversee and establish policies regarding the management, conduct, and operation of the Master Fund’s business. A majority of the Directors are independent of the General Partner and its management. To the extent permitted by applicable law, the Board may delegate any of its rights, powers and authority to, among others, the officers of the Master Fund, the Adviser, or any committee of the Board.

 

The Board is authorized to engage an investment adviser, and pursuant to an investment management agreement, (the “Investment Management Agreement”), it has selected Endowment Advisers, L.P. (the “Adviser”), to manage the Master Fund’s portfolio and operations. The Adviser is a Delaware limited partnership that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Under the Investment Management Agreement, the Adviser is responsible for the establishment of an investment committee (the “Investment Committee”), which is responsible for developing, implementing, and supervising the Master Fund’s investment program subject to the ultimate supervision of the Board.

 

Under the Master Fund’s organizational documents, the Master Fund’s Directors and officers are indemnified against certain liabilities arising out of the performance of their duties to the Master Fund. In the normal course of business, the Master Fund enters into contracts with service providers, which also provide for indemnifications by the Master Fund. The Master Fund’s maximum exposure under these arrangements is unknown, as this would involve any future potential claims that may be made against the Master Fund. However, based on experience, the General Partner expects that risk of loss to be remote.

 

17

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

(2)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

 

(a)

BASIS OF ACCOUNTING

 

The accounting and reporting policies of the Master Fund conform with U.S. generally accepted accounting principles (“U.S. GAAP”). The accompanying financial statements reflect the financial position of the Master Fund and the results of its operations. The Master Fund is an investment company that follows the investment company accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “Financial Services-Investment Companies”.

 

(b)

CASH EQUIVALENTS

 

The Master Fund considers all unpledged temporary cash investments of sufficient credit quality with a maturity date at the time of purchase of three months or less to be cash equivalents.

 

(c)

INVESTMENT SECURITIES TRANSACTIONS

 

The Master Fund records investment transactions on a trade-date basis.

 

Investments that are held by the Master Fund, including those that have been sold short, are marked to fair value at the date of the financial statements, and the corresponding change in unrealized appreciation/depreciation is included in the Statement of Operations.

 

Investment fund distributions are recorded based on the detail provided with the distribution notice, as applicable. Realized gains or losses on the disposition of investments are accounted for based on the first in first out method.

 

(d)

INVESTMENT VALUATION

 

The valuation of the Master Fund’s investments is determined as of the close of business at the end of each reporting period, generally monthly. The valuation of the Master Fund’s investments is calculated by UMB Fund Services, Inc., the Master Fund’s independent administrator (the “Administrator”).

 

The Board has formed a valuation committee (the “Board Valuation Committee”) that is responsible for overseeing the Master Fund’s valuation policies, making recommendations to the Board on valuation-related matters, and overseeing implementation by the Adviser of such valuation policies.

 

The Board has authorized the Adviser to establish a valuation committee of the Adviser (the “Adviser Valuation Committee”). The Adviser Valuation Committee’s function, subject to the oversight of the Board Valuation Committee and the Board, is generally to review valuation methodologies, valuation determinations, and any information provided to the Adviser Valuation Committee by the Adviser or the Administrator.

 

The Master Fund is not able to obtain complete underlying investment holding details on each of the Investment Funds to determine if the Master Fund’s proportional, aggregated, indirect share of any investments held by the Investment Funds exceeds 5% of partners’ capital of the Master Fund as of December 31, 2018.

 

Investments held by the Master Fund are valued as follows:

 

 

INVESTMENT FUNDS—Investments in Investment Funds that do not have a readily determinable fair value are carried at fair value, using the net asset value (the “NAV”) as a practical expedient, as provided to the Administrator by the investment managers of such Investment Funds or the administrators of such Investment Funds. These Investment Funds value their underlying investments in accordance with policies established by such Investment Funds. Prior to investing in any Investment Fund, the Adviser Valuation Committee,

 

18

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

as part of the due diligence process, conducts a review of the valuation methodologies employed by the Investment Fund to determine whether such methods are appropriate for the asset types. All of the Master Fund’s valuations utilize financial information supplied by each Investment Fund and are net of management and estimated performance incentive fees or allocations payable to the Investment Funds’ managers pursuant to the Investment Funds’ agreements. Generally, Investment Funds in which the Master Fund invests will use market value when available, and otherwise will use principles of fair value applied in good faith. The Adviser Valuation Committee will consider whether it is appropriate, in light of the relevant circumstances, to value shares at NAV as reported by an Investment Fund for valuation purposes, or whether to adjust such reported value to reflect an adjusted fair value. Because of the inherent uncertainty of valuation, fair value may differ significantly from the value that would have been used had readily available markets for the investments in Investment Funds existed. The Master Fund’s investments in Investment Funds are subject to the terms and conditions of the respective operating agreements and offering memoranda of such Investment Funds.

 

 

SECURITIES LISTED ON A SECURITIES EXCHANGE OR OVER-THE-COUNTER EXCHANGES—In general, the Master Fund values these securities at their last sales price on the exchange or over-the-counter market on the valuation date. If the security is listed on more than one exchange, the Master Fund uses the price from the exchange that it considers to be the principal exchange on which the security is traded. If there have been no sales for that day on the exchange where the security is principally traded, then the price of the security will be valued at the mean between the closing bid and ask prices on the valuation date. Securities traded on a foreign securities exchange will generally be valued at their closing prices on the exchange where such securities are primarily traded, and translated into U.S. dollars at the current exchange rate. If an event occurred between the close of the foreign exchange and the valuation date of the Master Fund’s NAV that would materially affect the value of the security and the NAV of the Master Fund, the value of such security and the NAV of the Master Fund will be adjusted to reflect the change in the estimated value of the security.

 

 

DERIVATIVES—Exchange traded futures contracts are valued using quoted final settlement prices from the national exchange on which they are principally traded. If no such sales price is reported by such exchange on the valuation date, the Adviser Valuation Committee will determine the fair value in good faith using information that is available at such time.

 

 

Options that are listed on a securities exchange are generally valued on the valuation date at the closing mid of posted market on the exchange on which they are listed. If on the valuation date the primary exchange is closed, the prior day price will be used. If no such price is reported, the fair value of such options will be determined in good faith using industry standard pricing models utilizing publicly available input information on the valuation date.

 

 

Options traded on an over-the-counter market are generally valued using the midpoint of the closing bid and ask price provided by an independent pricing service. If a quotation is not available from the independent pricing service, the price is obtained from a broker (typically the counterparty to the option) on the valuation date. If no such price is available on the valuation date, the Adviser Valuation Committee in conjunction with the Administrator will determine the fair value of such options in good faith using information that is available at such time.

 

 

Non exchange-traded derivatives, such as swap agreements, are valued based on procedures approved by the Board. Credit default swaps and total return swaps are generally fair valued using evaluated quotes provided by an independent pricing service. If a quotation is not available from the independent pricing service, the price is obtained from a broker (typically the counterparty to the swap agreement) on the valuation date.

 

19

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

 

Forward foreign currency exchange contracts are valued at prices supplied by an approved Pricing Vendor. The Pricing Vendor will consider spot and forward market prices and various other relevant factors in determining the fair values. Such valuations are provided by a pricing service approved by the Board.

 

 

OTHER—Investments in open-end registered investment companies (“RICs”) that do not trade on an exchange and in other investment companies that have a readily determinable fair value are valued at the end of day NAV per share. Where no value is readily available from a RIC or other security, or where a value supplied by a RIC is deemed not to be indicative of the RIC’s value, the Adviser Valuation Committee and/or the Board Valuation Committee, in consultation with the Administrator or the Adviser, will determine, in good faith, the fair value of the RIC or other security.

 

 

Fixed-income securities are valued according to prices as furnished by an independent pricing service or broker/dealer quotes. Fixed-income securities maturing within a relatively short time frame may be valued at amortized cost, which approximates market value.

 

 

Collateralized loan obligation (“CLO”) equity investments are valued according to prices as supplied by an independent pricing service. If a quotation is not available from the independent pricing service, the price is obtained from a broker that normally deals in such investments on the valuation date.

 

 

SECURITIES NOT ACTIVELY TRADED—The value of securities, derivatives or synthetic securities that are not actively traded on an exchange shall be determined by obtaining quotes from brokers that normally deal in such securities or by an unaffiliated pricing service that may use actual trade data or procedures using market indices, matrices, yield curves, specific trading characteristics of certain groups of securities, pricing models or a combination of these procedures pursuant to the valuation procedures approved by the Board.

 

(e)

FOREIGN CURRENCY

 

The accounting records of the Master Fund are maintained in U.S. dollars. Foreign currency amounts and investments denominated in a foreign currency, if any, are translated into U.S. dollar amounts at current exchange rates on the valuation date. Purchases and sales of investments denominated in foreign currencies are translated into U.S. dollar amounts at the exchange rate on the respective dates of such transactions. The Master Fund does not segregate the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and foreign currency translations reported in the accompanying Statement of Operations and Statement of Changes in Partners’ Capital.

 

(f)

DERIVATIVE INSTRUMENTS

 

All open derivative positions at period-end, if any, are presented in the Master Fund’s Schedules of Investments. The Investment Funds may have directly engaged in derivative transactions during the period. The following is a description of the derivative instruments the Master Fund utilizes as part of its investment strategy, including the primary underlying risk exposures related to each instrument type.

 

 

OPTIONS CONTRACTS—The Master Fund may invest in options contracts to speculate on the price movements of a financial instrument or for use as an economic hedge against certain positions held in the Master Fund’s portfolio. Options contracts purchased give the Master Fund the right, but not the obligation, to buy or sell the underlying instrument for a specified price upon exercise at any time during the option period. Options contracts written obligate the Master Fund to buy or sell the underlying instrument for a specified price upon exercise at any time during the option period. When the Master Fund writes an options contract, an amount equal to the premium received by the Master Fund is recorded as a liability and is subsequently adjusted to the current fair value of the option contract written.

 

20

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

 

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS—The Master Fund may enter into forward foreign currency exchange contracts in connection with its investment objective in order to gain more or less exposure to foreign currencies. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded for financial statement purposes as unrealized gains or losses until the contract settlement date. The Master Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The Master Fund remains subject to credit risk with respect to the amount it expects to receive from counterparties. However, the Master Fund has sought to mitigate these risks by generally requiring the posting of collateral at prearranged exposure levels to cover its exposure to the counterparty.

 

 

FUTURES CONTRACTS—The Master Fund may invest in futures contracts as part of its hedging strategy to manage exposure to interest rate, equity and market price movements, and commodity prices. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. The underlying asset is not physically delivered. Futures contracts are valued at their quoted daily settlement prices. Upon entering into a futures contract, the Master Fund is required to segregate liquid assets in accordance with the initial margin requirements of the clearinghouse to secure the Master Fund’s performance. The clearinghouse also requires daily settlement of variation margin representing changes in the value of each contract. Fluctuations in the value of the contracts are recorded as unrealized appreciation/depreciation until the contracts are closed, when they are recorded as net realized gain (loss) from futures contracts. The primary risks associated with the use of futures contracts are imperfect correlation between changes in fair values of the underlying assets and the prices of futures contracts, and the possibility of an illiquid market. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty.

 

 

SWAP AGREEMENTS—The Master Fund may invest in swap agreements, primarily credit default and total return swap agreements, as a part of its hedging strategy to manage credit and market risks.

 

A credit default swap agreement gives one party (the buyer) the right to recoup the economic value of a decline in the value of debt securities of the reference issuer if a credit event (a downgrade, bankruptcy or default) occurs. This value is obtained by delivering a debt security of the reference issuer to the party in return for a previously agreed upon payment from the other party (frequently, the par value of the debt security) or receipt of a net amount equal to the par value of the defaulted reference entity less its recovery value. The Master Fund is usually a net seller of credit default swap agreements.

 

The Master Fund as a seller of a credit default swap agreement would have the obligation to pay the par (or other agreed-upon) value of a referenced debt obligation to the counterparty in the event of a default or other credit event by the reference issuer with respect to its debt obligations. In return, the Master Fund would receive from the counterparty a periodic stream of payments over the term of the agreement provided that no event of default or other credit event has occurred. If no default or other credit event occurs, the Master Fund would keep the stream of payments and would have no further obligations to the counterparty. As a seller, the Master Fund is subject to investment exposure on the notional amount of the swap agreement.

 

A total return swap agreement is a bilateral financial contract agreement where one party (the payer) agrees to pay the other (the receiver) the total return on a specified asset or index in exchange for a fixed or floating rate of return. A total return swap agreement allows the receiver or payer to derive the economic benefit of owning or having short exposure to an asset without owning or shorting the underlying asset directly. The receiver is entitled to the amount, if any, by which the notional amount of the total return swap agreement would have increased in value had it been invested in the particular instruments, plus an amount equal to any dividends or interest that would have been received

 

21

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

on those instruments. In return, the payer is entitled to an amount equal to a fixed or floating rate of interest (e.g., a LIBOR based rate) on the notional amount of the swap agreement plus the amount, if any, by which the notional amount would have decreased in value had it been invested in such instruments, less any dividends or interest. The amounts to which each party is entitled are normally netted against each other, at periodic settlement dates, resulting in a single amount that is either due to or from each party.

 

In addition to being exposed to the credit risk of the underlying reference entity, swap agreements are subject to counterparty risk, market risk and interest rate risk. Swap agreements utilized by the Master Fund may not perform as expected. Risks may arise as a result of the failure of the counterparty to perform under the agreement. The loss incurred by the failure of a counterparty is generally limited to the market value and premium amounts recorded. The Master Fund considers the creditworthiness of each counterparty to a swap agreement in evaluating potential credit risk, and will not enter into any swap agreement unless the Adviser believes the counterparty to the transaction is creditworthy. Additionally, risks may arise from the unanticipated movements in interest rates or in the value of the underlying reference assets. The Master Fund may use various techniques to minimize credit risk including early termination or reset and payment. Collateral, in the form of cash, is held in broker segregated accounts for swap agreements.

 

The following is a summary of the fair value of derivative instruments held directly by the Master Fund as of December 31, 2018, and where such derivatives are recorded:

 

 

 

Assets

   

Liabilities

 
   

Unrealized Gain on
Swap Agreements

   

Variation Margin on
Futures Contracts

   

Unrealized Loss on
Swap Agreements

   

Variation Margin on
Futures Contracts

 

Equity Risk Exposure:

                               

Swap Agreements

  $     $     $     $  

Futures Contracts

          62,675              

Total

  $     $ 62,675     $     $  

 

The following is a summary of the effect of derivative instruments on the Statement of Operations for the year ended December 31, 2018:

 

   

Net Realized Gain
(Loss) from
Swap Agreements

   

Change in
Unrealized
Appreciation/
Depreciation from
Swap Agreements

   

Net Realized Gain
(Loss) from
Futures Contracts

   

Change in
Unrealized
Appreciation/
Depreciation from
Futures Contracts

 

Credit Risk Exposure:

                               

Swap Agreements

  $ (793,414 )   $ 1,633,224     $     $  
                                 

Equity Risk Exposure:

                               

Swap Agreements

  $ 661,297     $ 2,674     $     $  

Futures Contracts

                9,791       62,507  

Total

  $ 661,297     $ 2,674     $ 9,791     $ 62,507  

 

As described above, the Master Fund utilized derivative instruments to achieve its investment objective during the year ended December 31, 2018. The Master Fund may enter into International Swap and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreements”) or similar agreements with its derivative contract counterparties whereby the Master Fund may, under certain circumstances, offset with the counterparty certain derivative financial

 

22

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. Under the ISDA Master Agreements in place at December 31, 2018, the Master Fund is subject to master netting agreements that allow for amounts owed between the Master Fund and the counterparty to be netted. The party that has the larger payable pays the excess of the larger amount over the smaller amount to the other party. The master netting agreements do not apply to amounts owed to or from different counterparties. The Master Fund’s Statement of Assets, Liabilities and Partners' Capital presents financial instruments on a gross basis, therefore there are no net amounts and no offset amounts to present below. The following is a summary of gross amounts of the derivative instruments, amounts related to derivative instruments/cash collateral not offset in the Statement of Assets, Liabilities and Partners' Capital and net amounts:

 

Swap Agreements

 

Counterparty

   

Gross Amount
of Recognized
Assets/
(Liabilities)

   

Gross Amount
Available for
Offset

   

Net Amounts
of Assets/
(Liabilities)

   

Financial
Instruments
Pledged

   

Cash Collateral
Received/
(Pledged)

   

Net
Amount

 

Unrealized Loss on Swap Agreements - Liability

Societe Generale

  $     $     $     $     $     $  

Unrealized Gain on Swap Agreements - Asset

Societe Generale

  $     $     $     $     $     $  

 

The following is a summary of the average monthly notional value of swap agreements and futures contracts in the Master Fund for the year ended December 31, 2018, as well as the notional value of swap agreements outstanding as of December 31, 2018:

 

 

 

Average Monthly
Notional Value

   

Notional Value
Outstanding at
December 31, 2018

 

Credit Default Swap Agreements

  38,461,538      

Total Return Swap Agreements

  $ 10,649,330     $ 11,379,100  

Futures Contracts Purchases

  $ 979,638     $ 10,020,800  

 

(g)

COLLATERALIZED LOAN OBLIGATIONS

 

The Master Fund’s CLO equity investments involves a number of significant risks. CLO equity investments are typically very highly leveraged (nine to thirteen times) and therefore the equity tranches in which the Master Fund is currently invested are subject to a higher degree of risk of total loss. The Master Fund generally has the right to receive payments only from the CLO, and generally does not have the direct rights against the underlying borrowers or the entity that sponsored the CLO. The Master Fund indirectly bears the risks of the underlying loan investments or collateral held by the CLO. If an underlying asset of a CLO declines in price or fails to pay interest or principal when due because the issuer or debtor, as the case may be, experiences a decline in its financial status either or both of the Master Fund’s income and NAV may be adversely impacted.

 

(h)

CFTC REGULATION

 

On August 13, 2013, the Commodity Futures Trading Commission (“CFTC”) adopted rules to harmonize conflicting Securities and Exchange Commission (the “SEC”) and CFTC disclosure, reporting and recordkeeping requirements for RICs that do not meet an exemption from the definition of commodity pool. The harmonization rules provide that the CFTC will accept the SEC’s disclosure, reporting, and recordkeeping regime as substituted compliance for substantially all of the otherwise applicable CFTC regulations as long as such investment companies meet the applicable SEC requirements.

 

23

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

Previously, in November 2012, the CFTC issued relief for fund of fund operators, including advisers to RIC’s, that may otherwise be required to register with the CFTC as commodity pool operators but do not have access to information from the investment funds in which they are invested in order to determine whether such registration is required. This relief delayed the registration date for such operators until the later of June 30, 2013 or six months from the date the CFTC issues revised guidance on the application of certain thresholds with respect to investments in commodities held by funds of funds. In December 2012, the Master Fund filed as required with the CFTC in order to claim this no-action relief, which was effective upon receipt of the filing. Although the CFTC now has adopted harmonization rules applicable to investment companies that are deemed to be commodity pools, the CFTC has not yet issued guidance on how funds of funds are to determine whether they are deemed to be commodity pools. As of December 31, 2018, the Master Fund is not considered a commodity pool and continues to rely on the fund of fund no-action relief.

 

(i)

INVESTMENT INCOME

 

For investments in securities, dividend income is recorded on the ex-dividend date, net of withholding taxes. Non-cash dividends included in dividend income, if any, are recorded at fair market value. Interest income is recorded as earned on the accrual basis and includes amortization of premiums or accretion of discounts.

 

(j)

FUND EXPENSES

 

Unless otherwise voluntarily or contractually assumed by the Adviser or another party, the Master Fund bears all expenses incurred in its business including, but not limited to, the following: all costs and expenses related to investment transactions and positions for the Master Fund’s account; legal fees; compliance fees; accounting, auditing and tax preparation fees; recordkeeping and custodial fees; costs of computing the Master Fund’s net asset value; fees for data and software providers; research expenses; costs of insurance; registration expenses; offering costs; expenses of meetings of partners; directors fees; all costs with respect to communications to partners; transfer taxes; offshore withholding taxes and taxes withheld on non-U.S. dividends; interest and commitment fees on loans and debit balances; and other types of expenses as may be approved from time to time by the Board.

 

(k)

INCOME TAXES

 

The Master Fund is organized and operates as a limited partnership and is not subject to income taxes as a separate entity. Such taxes are the responsibility of the individual partners. Accordingly, no provision for income taxes has been made in the Master Fund’s financial statements. Investments in foreign securities may result in foreign taxes being withheld by the issuer of such securities. For U.S. offshore withholding tax, the Master Fund serves as withholding agent for its offshore feeder funds.

 

For the current open tax years, and for all major jurisdictions, management of the Master Fund has evaluated the tax positions taken or expected to be taken in the course of preparing the Master Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained by the Master Fund upon challenge by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold and that would result in a tax benefit or expense to the Master Fund would be recorded as a tax benefit or expense in the current period.

 

For the current open tax years, the Master Fund did not recognize any amounts for unrecognized tax benefit/expense. A reconciliation of unrecognized tax benefit/expense is not provided herein, as the beginning and ending amounts of unrecognized tax benefit/expense are zero, with no interim additions, reductions or settlements. Tax positions taken in tax years which remain open under the statute of limitations (generally three years for federal income tax purposes and four years for state income tax purposes) are subject to examination by federal and state tax jurisdictions.

 

24

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

(l)

USE OF ESTIMATES

 

The financial statements have been prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results may differ from those estimates and such differences may be significant.

 

(3)

FAIR VALUE MEASUREMENTS

 

The Master Fund defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions.

 

The inputs used to determine the fair value of the Master Fund’s investments are summarized in the three broad levels listed in the fair value hierarchy below:

 

 

Level 1—unadjusted quoted prices in active markets for identical investments and registered investment companies where the value per share (unit) is determined and published and is the basis for current transactions for identical assets or liabilities at the valuation date

 

 

Level 2—investments with other significant observable inputs

 

 

Level 3—investments with significant unobservable inputs (which may include the Master Fund’s own assumptions in determining the fair value of investments)

 

Changes in valuation techniques may result in transfers in or out of an assigned level within the fair value hierarchy. The Master Fund discloses transfers between levels based on valuations at the end of the reporting period. The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

 

The Master Fund establishes valuation processes and procedures to ensure that the valuation techniques for investments categorized within Level 3 of the fair value hierarchy are fair, consistent, and appropriate. The Adviser is responsible for developing the Master Fund’s written valuation processes and procedures, conducting periodic reviews of the valuation policies, and evaluating the overall fairness and consistent application of the valuation policies. The Board Valuation Committee has authorized the Adviser to oversee the implementation of the Board approved valuation procedures by the Administrator. The Adviser Valuation Committee is comprised of various Master Fund personnel, which include members from the Master Fund’s portfolio management and operations groups. The Adviser Valuation Committee meets monthly or as needed, to determine the valuations of the Master Fund’s Level 3 investments. The valuations are supported by methodologies employed by the Investment Funds’ market data, industry accepted third party valuation models, or other methods the Adviser Valuation Committee deems to be appropriate, including the use of internal proprietary valuation models.

 

25

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

The following is a summary categorization of the Master Fund’s investments based on the level of inputs utilized in determining the value of such investments as of December 31, 2018 and assets valued at NAV as practical expedient are listed in a separate column to permit reconciliation to the totals in the financial statements:

 

   

LEVEL 1

   

LEVEL 2

   

LEVEL 3

   

INVESTMENTS
VALUED AT
NAV AS A
PRACTICAL
EXPEDIENT

   

TOTAL

 
   

Investments

   

Other
Financial
Instruments
^

   

Investments

   

Other
Financial
Instruments
^

   

Investments

   

Other
Financial
Instruments
^

   

Investments

   

Investments

   

Other
Financial
Instruments
^

 

Investment Funds

Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies

Energy

  $     $     $     $     $     $     $ 30,562,640     $ 30,562,640     $  

Event-Driven

                                        5,914,638       5,914,638        

Global Macro and Trading

                                        14,864,419       14,864,419        

Private Equity

                                        115,508,370       115,508,370        

Real Estate

                                        14,586,405       14,586,405        

Relative Value

                                        48,919,167       48,919,167        

Passive Foreign Investment Companies

Private Equity

                                        41,450       41,450        

Relative Value

                                        349,915       349,915        

Private Corporations

Real Estate

                                        10,298       10,298        

Investments in CLO Equity

Relative Value

                3,250,000                               3,250,000        

Investment Securities

Common Stocks

Financials

                                                     

Professional Services

    239,910             5,003             500,000                   744,913        

Preferred Stocks

Food Technology

                            429,976                   429,976        

Professional Services

                            420,364                   420,364        

Convertible Note Purchase Agreement

Food Technology

                            100,000                   100,000        

Derivative Instruments

Futures Contracts

          62,675                                           62,675  

Swap Agreements

                                                     

Total

  $ 239,910     $ 62,675     $ 3,255,003     $     $ 1,450,340     $     $ 230,757,302     $ 235,702,555     $ 62,675  

 

 

^

Other financial instruments include any derivative instruments not reflected in the Schedule of Investments as investments, such as swap agreements. These financial instruments are generally recorded in the financial statements at the unrealized gain or loss on the financial instrument.

 

A reconciliation of assets in which Level 3 inputs are used in determining fair value, along with additional quantitative disclosures, are presented when there are significant Level 3 investments at the end of the period.

 

26

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

The following table is a summary of quantitative information about significant unobservable valuation inputs approved by the Adviser Valuation Committee for Level 3 fair value measurements for the investment held as of December 31, 2018:

 

   

Fair Value as of
December 31, 2018

 

Valuation
Technique

Unobservable
Input
*

 

Multiple

 

Investments

                   

Common Stock

United States

                   

Professional Services

  $ 500,000  

Market Comparable Companies

EBITDA Multiple

    5.32  

Preferred Stocks

                   

United States

                   

Food Technology

    429,976  

Market Comparable Companies

Revenue Multiple

    10.55  

Total Investments

  $ 929,976              

 

 

*

The impact on valuation from an increase in input would be an increase.

 

Except as disclosed above, the Master Fund’s significant Level 3 investments have been valued using unadjusted third party transactions and quotations or unadjusted historical third party financial information. As a result, fair value assets of $520,364 have been excluded from the preceding table as quantitative unobservable inputs for the valuations of such assets were not developed or adjusted by the Master Fund.

 

The following is a reconciliation of the Level 3 investment held at December 31, 2018:

 

   

Balance as of
December 31,
2017

   

Gross
Purchases

   

Gross Sales

   

Net Realized
Gain (Loss)

   

Change in
Unrealized
Appreciation/
Depreciation

   

Balance as of
December 31,
2018

 

Investments

                                               

Investments in Securities

                                               

Common Stock

Professional Services

  $     $ 500,000     $     $     $     $ 500,000  

Preferred Stocks

                                               

Food Technology

    392,339                         37,637       429,976  

Professional Services

    420,364                               420,364  

Convertible Note Purchase Agreements

Food Technology

    100,000                               100,000  

Total Investments

  $ 912,703     $ 500,000     $     $     $ 37,637     $ 1,450,340  

 

The change in unrealized appreciation/depreciation from Level 3 investments held at December 31, 2018 is $37,637.

 

The Master Fund is permitted to invest in alternative investments that may not have a readily determinable fair value. For an investment that does not have a readily determinable fair value, the Master Fund uses the NAV reported by the Investment Fund as a practical expedient, without further adjustment, unless it is probable that the investment will be sold at a value significantly different than the reported NAV. If the practical expedient NAV is not as of the reporting entity’s measurement date, then the NAV is adjusted to reflect any significant events that would materially affect the value of the investment and the NAV of the Master Fund as of the valuation date.

 

27

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

Certain Investment Funds in which the Master Fund invests have limitations on liquidity which may result in limitations on redemptions including, but not limited to, early redemption fees. Other than Investment Funds that are self-liquidating, such as Private Equity and some Energy, Natural Resources and Real Estate Funds, the Investment Funds in which the Master Fund invests have withdrawal rights ranging from monthly to annually, after a notice period, usually for a period of up to two years from the date of the initial investment or an additional investment. A listing of the investments held by the Master Fund and their attributes as of December 31, 2018, that qualify for this valuation approach is shown in the table below.

 

Investment Category

Investment Strategy

 

Fair Value
(in 000s)

   

Unfunded
Commitments
(in 000s)

   

Remaining
Life
*

   

Redemption
Frequency
*

   

Notice
Period
(in Days)
*

   

Redemption
Restrictions
and Terms
*

 

Energy(a)

Private investments in securities issued by companies in the energy and natural resources sectors.

  $ 30,563     $ 10,180       Up to 10 years       N/A       N/A       Up to 15 years  

Event-Driven(b)

Strategies designed to profit from changes in the prices of securities of companies facing a major corporate event.

    5,915       N/A       N/A       Quarterly       45-90       Up to 5 years; up to 2.5% early withdrawal fee; possible 25% investor level gate; illiquid side pocket capital  

Global Macro and Trading(c)

Investments across global markets and security types seeking to profit from macroeconomic opportunities. Strategies can be discretionary or systematic. Includes commodity trading advisors.

    14,864       N/A       N/A       Quarterly       30-90       Up to 5 years; up to 6% early redemption fee; possible hard lock within first 12 months; illiquid side pocket capital  

Private Equity(d)

Investments in nonpublic companies.

    115,550       30,174       Up to 10 years       N/A       N/A       Up to 10 years  

Real Estate(e)

Investments in REITs, private partnerships, and various real estate related mortgage securities.

    14,597       5,508       Up to 10 years       N/A       N/A       Up to 10 years  

Relative Value(f)

Strategies seeking to profit from inefficiencies existing within capital structures, within markets, and across markets.

    49,269       N/A       N/A       Quarterly       30-120       Up to 5 years; up to 7% early redemption fee; possible 5% fund level gate; illiquid side pocket capital  
      $ 230,758     $ 45,862                                  

 

 

*

The information summarized in the table above represents the general terms for the specified asset class. Individual Investment Funds may have terms that are more or less restrictive than those terms indicated for the asset class as a whole. In addition, most Investment Funds have the flexibility, as provided for in their constituent documents, to modify and waive such terms.

 

28

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

(a)

This category includes Investment Funds that invest primarily in privately issued securities by companies in the energy and natural resources sectors and private investments in energy-related assets or companies. The Investment Funds include private funds and private partnerships with private investments in their portfolios.

(b)

This category includes Investment Funds that invest primarily in the following securities: common stock, preferred stock, and many types of debt. Events include mergers, acquisitions, restructurings, spin-offs, and litigation.

(c)

This category includes Investment Funds that invest in global markets and across all security types including equities, fixed income, derivatives, commodities, currencies, futures, and exchange-traded funds. Investment Funds in this category are typically private funds and may include global macro funds, and commodity trading advisors.

(d)

This category includes private equity funds that invest primarily in non-publicly traded companies in need of capital. These Investment Funds may vary widely as to sector, size, stage, duration, and liquidity. Certain of these Investment Funds may also focus on the secondary market, buying interests in existing private equity funds, often at a discount.

(e)

This category includes Investment Funds that invest in registered investment companies or managers that invest in real estate trusts (commonly known as “REITs”) and private partnerships that make investments in income producing properties, raw land held for development or appreciation, and various types of mortgage loans and common or preferred stock whose operations involve real estate.

(f)

This category includes Investment Funds with low net exposure to most financial markets. Underlying strategies include Equity Market Neutral or Statistical Arbitrage, Capital Structure Arbitrage, Convertible Arbitrage, Volatility Arbitrage, and Credit Arbitrage.

 

The Adviser monitors Investment Fund capital call activity and reviews regularly the Master Fund’s cash positions and anticipated activity, including planning any necessary redemptions of Investment Funds and the possible use of a credit facility, so that the Fund may cover any funding call by Investment Funds.

 

The following is a summary of the fair value as percentage of partners’ capital, and liquidity provisions for Investment Funds constituting greater than 5% of the Master Fund’s partners’ capital as of December 31, 2018:

 

Limited
Partnerships,
Exempted
Partnerships and
Limited Liability
Companies

Fair Value
as % of
Partners’
Capital

Investment
Strategy

Does the Underlying
Portfolio Fund Employ
Debt Financing?

Redemption
Frequency

Redemption
Restrictions
and Terms

Millennium USA LP

5.60%

Millennium USA, LP invests a substantial portion of its capital in Millennium Partners, L.P. (“MLP”) as a limited partner. The MLP is engaged in the business of trading equities, fixed income products, options, futures and other financial instruments.

Yes

Quarterly

Subject to a 25% investor level gate; 12 month soft lock with 4% early redemption fee.

 

29

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

(4)

PARTNERS’ CAPITAL ACCOUNTS

 

(a)

ISSUANCE OF INTERESTS

 

Upon receipt from an eligible investor of an initial or additional application for interests (the “Interests”), which will generally be accepted as of the first day of each month, the Master Fund will issue new Interests. The Interests have not been registered under the Securities Act, or the securities laws of any state. The Master Fund issues Interests only in private placement transactions in accordance with Regulation D or other applicable exemptions under the Securities Act. No public market exists for the Interests, and none is expected to develop. The Master Fund is not required, and does not intend, to hold annual meetings of its partners. The Interests are subject to substantial restrictions on transferability and resale and may not be transferred or resold except as permitted under the Master Fund’s limited partnership agreement. The Master Fund reserves the right to reject any applications for subscription of Interests.

 

(b)

ALLOCATION OF PROFITS AND LOSSES

 

For each fiscal period, generally monthly, net profits or net losses of the Master Fund are allocated among and credited to or debited against the capital accounts of all partners as of the last day of each fiscal period in accordance with the partners’ respective capital account ownership percentage for the fiscal period. Net profits or net losses are measured as the net change in the value of the partners’ capital of the Master Fund, including any change in unrealized appreciation or depreciation of investments and income, net of expenses, and realized gains or losses during a fiscal period. Net profits or net losses are allocated after giving effect for any initial or additional applications for Interests, which generally occur at the beginning of the month, or any repurchases of Interests.

 

(c)

REPURCHASE OF INTERESTS

 

A partner will not be eligible to have the Master Fund repurchase all or any portion of an Interest at the partner’s discretion at any time. Periodically, the Adviser recommends to the Board that the Master Fund offer to repurchase Interests during the year, pursuant to written tenders by partners.

 

The Board retains the sole discretion to accept or reject the recommendation of the Adviser and to determine the amount of Interests, if any, that will be purchased in any tender offer that it does approve. In the event Interests are repurchased, there will be a substantial period of time between the date as of which partners must accept the Master Fund’s offer to repurchase their Interests and the date they can expect to receive payment for their Interests from the Master Fund.

 

(5)

INVESTMENTS IN PORTFOLIO SECURITIES

 

(a)

INVESTMENT ACTIVITY

 

As of December 31, 2018 the Master Fund held investments in Investment Funds and securities. The agreements related to investments in Investment Funds provide for compensation to the Investment Funds’ managers/general partners or advisers in the form of management fees. In addition, many Investment Funds also provide for performance incentive fees/allocations of an Investment Fund’s net profits. These management fees and incentive fees are in addition to the management fees charged by the Master Fund.

 

For the year ended December 31, 2018, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were $45,218,426 and $64,671,430 respectively.

 

30

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

The cost of the Master Fund’s underlying investments for Federal income tax purposes is adjusted for items of taxable income allocated to the Master Fund from such investments. The allocated taxable income is generally reported to the Master Fund by its underlying investments on Schedules K-1, Forms 1099 or PFIC statements, or a combination thereof.

 

The underlying investments generally do not provide the Master Fund with tax reporting information until well after year end, and as a result, the Master Fund is unable to calculate the year end tax cost of its investments until such time. The Master Fund’s book cost of investments and securities as of December 31, 2018, was $236,207,764 resulting in accumulated net unrealized depreciation of $505,209 consisting of $54,045,159 in gross unrealized appreciation and $54,550,368 in gross unrealized depreciation. As of December 31, 2018, the Master Fund's gross notional amount for total return swap agreements was $11,379,100 resulting in accumulated net and gross unrealized appreciation of $0.

 

(b)

AFFILIATED INVESTMENT FUNDS

 

As of December 31, 2018, the Master Fund’s investments in certain Investment Funds were deemed to be investments in affiliated issuers under the 1940 Act, primarily because the Master Fund owns 5% or more of the Investment Funds’ total net assets. The activity resulting from investments in these Investment Funds, including interest and dividend income as well as realized gains and losses, is identified in the Statement of Operations as transactions with affiliated investments. A listing of these affiliated Investment Funds (including activity during year ended December 31, 2018) is shown below:

 

Affiliated Investment Funds

 

Shares
12/31/2017

   

Shares
12/31/2018

   

Fair Value
12/31/2017

   

Cost of
Purchases

   

Proceeds
from Sales
*

   

Realized Gain
(Loss) on
Investments

   

Change in
Unrealized
Appreciation /
Depreciation

   

Fair Value
12/31/2018

   

Interest/
Dividend
Income

 

Ownership exceeds 5% of the Investment Fund's Capital:

Alloy Merchant Partners, L.P.

                  $     $ 1,600,000     $ (140,207 )   $ 131,030     $ (172,574 )   $ 1,418,249     $  

Colbeck Strategic Lending Onshore Feeder, LP

                    716,661       1,133,697       (539,366 )     (81,194 )     (324,466 )     905,332        

Credit Distressed Blue Line Fund, L.P.

                    1,519,350                         (923,801 )     595,549        

Middle East North Africa Opportunities Fund, L.P.

    728       728       51,770                         34,802       86,572        

Milton ZXP LLC

                          500,000                         500,000        

ORBIS Real Estate Fund I

                    1,929,649             (859,482 )           (3,407 )     1,066,760        

PIPE Equity Partners, LLC

                                                         

PIPE Select Fund, LLC

                                                         

Total

                    4,217,430       3,233,697       (1,539,055 )     49,836       (1,389,446 )     4,572,462        

Ownership exceeds 25% of the Investment Fund's Capital:

GAM Systematic Discovery Fund LP

                    5,144,032                         (517,098 )     4,626,934        

Napier Park IG Muni First Loss Fund, LP

                    3,245,935             (181,795 )           85,272       3,149,412        

Rosebrook 2018 Co-Invest I, L.P.

                          1,125,000       (72,394 )           344,139       1,396,745        

Total

                    8,389,967       1,125,000       (254,189 )           (87,687 )     9,173,091        

Total Affiliated Investment Funds

                  $ 12,607,397     $ 4,358,697     $ (1,793,244 )   $ 49,836     $ (1,477,133 )   $ 13,745,553     $  

 

 

*

Sales include return of capital

 

31

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

(6)

FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

 

In the normal course of business, the Investment Funds in which the Master Fund invests may trade various derivative securities and other financial instruments, and may enter into various investment activities with off-balance sheet risk both as an investor and as a principal. The Master Fund’s risk of loss in these Investment Funds is limited to the value of its investment in such Investment Funds. In addition, by investing directly in derivative instruments, the Master Fund is subject to credit risk with respect to the net amount expected to be received from the other party. The Master Fund may be negatively impacted if the other party defaults or fails to perform its obligations under such agreement.

 

(7)

ADMINISTRATION AGREEMENT

 

In consideration for administrative, accounting, and recordkeeping services, the Master Fund pays the Administrator a monthly administration fee based on the month-end partners’ capital. The Master Fund is charged, on an annual basis, 6 basis points on partners’ capital of up to $2 billion, 5 basis points on partners’ capital between the amounts of $2 billion and $5 billion, 2 basis points on partners’ capital between the amounts of $5 billion and $15 billion, and 1.25 basis points for amounts over $15 billion. The administration fee is payable monthly in arrears. The Administrator also provides compliance, transfer agency, and other investor related services at an additional cost. The total administration fee incurred for the year ended December 31, 2018, was $181,072.

 

(8)

RELATED PARTY TRANSACTIONS

 

(a)

INVESTMENT MANAGEMENT FEE

 

In consideration of the advisory and other services provided by the Adviser to the Master Fund pursuant to the Investment Management Agreement, the Master Fund pays the Adviser an investment management fee (the “Investment Management Fee”), equal to 1.00% on an annualized basis of the Master Fund’s partners’ capital calculated based on the Master Fund’s partners’ capital at the end of each month, payable quarterly in arrears. The Investment Management Fee decreases the net profits or increases the net losses of the Master Fund that are credited to or debited against the capital accounts of its partners. For the year ended December 31, 2018, $2,579,971 was incurred for Investment Management Fees.

 

(b)

PLACEMENT AGENTS

 

The Adviser or its affiliates may pay a fee out of their own resources to Placement Agents and sub-placement agents. As of December 31, 2018, the two largest non-affiliated sub-placement agents service approximately 46.36% of the feeder funds assets which are invested in the Master Fund. To the extent that substantial numbers of investors have a relationship with a particular sub-placement agent, such sub-placement agent may have the ability to influence investor behavior, which may affect the Master Fund.

 

(9)

FUND BORROWING

 

As a fundamental policy, the Master Fund may borrow up to, but not more than, 25% of the partners’ capital of the Master Fund (at the time such borrowings were made and after taking into account the investment and/or deployment of such proceeds) for the purpose of making investments, funding redemptions and for other working capital and general Master Fund purposes. For purposes of the Master Fund’s investment restrictions and certain investment limitations under the 1940 Act, including for example, the Master Fund’s leverage limitations, the Master Fund will not “look through” Investment Funds in which the Master Fund invests. Investment Funds may also use leverage,

 

32

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

whether through borrowings, futures, or other derivative products and are not subject to the Master Fund’s investment restrictions. However, such borrowings by Investment Funds are without recourse to the Master Fund and the Master Fund’s risk of loss is limited to its investment in such Investment Funds, other than for some Investment Funds in which the Master Fund has made a capital commitment, for which the risk of loss is limited to the Master Fund’s total capital commitment. For some Investment Funds in which the Master Fund has made a capital commitment that will be funded over a period of time, such as private equity, private energy and real estate funds, the Master Fund, in certain instances, may commit to fund more than its initial capital commitment. The rights of any lenders to the Master Fund to receive payments of interest or repayments of principal will be senior to those of the partners, and the terms of any borrowings may contain provisions that limit certain activities of the Master Fund.

 

The Master Fund entered into a line of credit agreement (the “Credit Agreement”) with Credit Suisse AG on August 1, 2018. The terms of the Credit Agreement provide a $25,000,000 secured revolving credit facility. Borrowings under the Credit Agreement are secured by all of the Master Fund’s investments, cash and cash equivalents. The Credit Agreement provides for a commitment fee of 0.85% per annum on unused capacity plus interest accruing on any borrowed amounts at the three month London Interbank Offered Rate (“LIBOR”) plus 1.85% per annum as defined in the Credit Agreement. Prior to August 1, 2018, the Master Fund’s credit agreement provided a $60,000,000 secured revolving credit facility with a commitment fee of 1.50% per annum on unused capacity above a certain threshold plus interest accruing on any borrowed amounts at the three month LIBOR plus 2.24% per annum. The average principal balance and weighted average interest rate for the year ended December 31, 2018, was approximately $25,214,384 and 4.31% respectively. At December 31, 2018, the principal balance outstanding was $21,750,000 at an interest rate of 4.59%. The Credit Agreement expires on July 31, 2019.

 

(10)

FINANCIAL HIGHLIGHTS

 

   

Year Ended
December 31,
2018

   

Year Ended
December 31,
2017

   

Year Ended
December 31,
2016

   

Year Ended
December 31,
2015

   

Year Ended
December 31,
2014

 

Net investment loss to average partners’ capital(1)

    (0.96 )%     (1.72 )%     (0.59 )%     (0.30 )%     (1.79 )%

Expenses to average partners’ capital(1),(2)

    2.47 %     2.60 %     1.73 %     1.67 %     2.68 %

Portfolio turnover

    17.39 %     11.07 %     16.94 %     12.52 %     16.96 %

Total return(3)

    0.45 %     5.49 %     (0.73 )%     2.94 %     6.43 %

Partners’ capital, end of year (000s)

  $ 240,264     $ 268,608     $ 285,009     $ 315,003     $ 319,160  

 

An investor’s return (and operating ratios) may vary from those reflected based on the timing of capital transactions.

 

 

(1)

Ratios are calculated by dividing the indicated amount by average partners’ capital measured at the end of each month during the year.

(2)

Expense ratios do not include expenses of acquired funds that are paid indirectly by the Master Fund as a result of its ownership in the underlying funds.

(3)

Calculated as geometrically linked monthly returns for each month in the year.

 

33

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

(11) NEW ACCOUNTING PRONOUNCEMENT

 

In August 2018, FASB issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurements. The amendments in this ASU modify the disclosure requirements on fair value measurements in Topic 820. The ASU is effective for interim and annual reporting periods beginning after December 15, 2019. Management is currently evaluating the impact, if any, of this ASU on the Master Fund.

 

(12)

SUBSEQUENT EVENTS

 

Based on the partners’ capital of the Master Fund, the Adviser recommended to the Board that a tender offer to repurchase interests in an amount of up to $6,028,425 be made for the quarter ending March 31, 2019 to those partners who elect to tender their Interests prior to the expiration of the tender offer period. The Board approved such recommendation and partners in the Master Fund were notified of a tender offer with a March, 1, 2019 expiration date (“Expiration Date”). In response to the number of partners electing to tender their Interests as of the Expiration Date, which amounted to approximately $63 million in gross redemptions as of February 21, 2019, the Adviser, in its discretion, will pro-rate the amount elected to be tendered in accordance with the Master Fund’s repurchase procedures. The final amount that is accepted by the Master Fund will appear in the next report to partners.

 

Management of the Master Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no adjustments were required to the financial statements as of December 31, 2018.

 

34

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Supplemental Information
December 31, 2018
(Unaudited)

 

Directors and Officers

 

The Master Fund’s operations are managed under the direction and oversight of the Board. Each Director serves for an indefinite term or until he or she reaches mandatory retirement, if any, as established by the Board. The Board appoints the officers of the Master Fund who are responsible for the Master Fund’s day-to-day business decisions based on policies set by the Board. The officers serve at the pleasure of the Board.

 

Compensation for Directors

 

The Salient Private Access Master Fund, L.P., the Salient Private Access Registered Fund, L.P., the Salient Private Access Institutional Fund, L.P, and the Salient Private Access TEI Fund, L.P., together pay each of the Directors who is not an “interested person” of the Adviser, as defined in the 1940 Act (the “Independent Directors”) an annual retainer of $10,000 paid quarterly, an annual Board meeting fee of $3,000 paid quarterly, a fee of $1,000 per informal Board meeting, a fee of $500 per telephonic Board meeting, annual fees of $625, $833 and $625 for membership on the Audit, Compliance and Valuation Committees, respectively paid quarterly, annual fees of $3,000, $3,000 and $5,000 for the Audit, Compliance and Valuation Committee chair positions, respectively paid quarterly, and an annual fee of $5,000 to the lead Independent Director, paid quarterly. There are currently six Independent Directors. In the interest of retaining Independent Directors of the highest quality, the Board intends to periodically review such compensation and may modify it as the Board deems appropriate.

 

The table below shows, for each Director and executive officer, their full name and age, the position held with the Fund, the length of time served in that position, their principal occupation during the last five years, and other directorships held by such Director. The address of each Director and officer is c/o Salient Private Access Funds, 4265 San Felipe, 8th Floor, Houston, Texas 77027.

 

Interested Directors

 

Name and Year of Birth

Position(s)
Held

Principal Occupation(s) During
the Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Director
2

Other Directorships
Held by Director During
the Past 5 Years

John A. Blaisdell1

 

Year of birth: 1960

Director, Principal Executive Officer (Since 2004)

Managing Director of Salient (since 2002)

7

Salient MF Trust (investment company) (two funds) (since 2012); Salient Midstream & MLP Fund (investment company) (since 2012); Forward Funds (investment company) (four funds) (since 2015).

 

 

1

This person’s status as an “Interested” director arises from his affiliation with Salient Partners, L.P., which itself is an affiliate of the Adviser.

2

The 'Fund Complex" for the puporse of this table consists of the Ednowment PMF Funds (three funds) and the Salient Private Access Funds (four funds) with all funds in the Fund Complex being advised by the Adviser.

 

35

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Supplemental Information, continued
December 31, 2018
(Unaudited)

 

Independent Directors

 

Name and Year of Birth

Position(s)
Held

Principal Occupation(s) During
the Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Director
1

Other Directorships
Held by Director During
the Past 5 Years

Dr. Bernard A. Harris, Jr.

Year of birth: 1956

Director (Since 2009)

Chief Executive Officer and Managing Partner, Vesalius Ventures, Inc (venture investing) (since 2002); CEO, National Math & Science Initiative (non-profit) (since 2018); President & Founder, The Harris Foundation (non-profit) (since 1998); clinical scientist, flight surgeon and astronaut for NASA, (1986 to 1996).

4

Salient MF Trust (investment company) (two funds) (2012-2018); Salient Midstream & MLP Fund (investment company) (2012-2018); Babson Funds (eleven) (since 2011); Monebo Technologies Inc. (since 2009); The National Math and Science Initiative, (since 2008); Communities in Schools (since 2007); American Telemedicine Association (2007-2014); U.S. Physical Therapy, Inc. (since 2005); Houston Technology Center (2004-2016); The Harris Foundation, Inc. (since 1998); Forward Funds (investment company) (four funds) (since 2015).

G. Edward Powell

Year of birth: 1936

Director (Since 2004)

Principal of Mills & Stowell (private equity) (2002 to 2010); Managing Partner, PriceWaterhouse & Co. (Houston Office, 1982 to 1994).

7

Salient MF Trust (investment company) (two funds) (2012-2018); Salient Midstream & MLP Fund (investment company) (2012-2018); Therapy Track, LLC (since 2009).

 

36

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Supplemental Information, continued
December 31, 2018
(Unaudited)

 

Name and Year of Birth

Position(s)
Held

Principal Occupation(s) During
the Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Director
1

Other Directorships
Held by Director During
the Past 5 Years

Jonathan P. Carroll

Year of birth: 1961

Director (Since 2004)

President, Lazarus Financial LLC (investment company) (since 2006); President, Lazarus Energy Holdings, LLC (Investment holding company)(since 2006); President and CEO of Blue Dolphin Energy Company (since 2012); private investor (since 1988).

7

Salient MF Trust (investment company) (two funds) (since 2012); Salient Midstream & MLP Fund (investment company) (since 2012); LRR Energy, L.P. (LRE) (energy company) (2014-2015); Blue Dolphin Energy Company (BDCO) (energy company) (since 2014); Forward Funds (investment company) (four funds) (since 2015).

Karin B. Bonding, CFA

Year of birth: 1939

Director (Since 2010)

Lecturer, University of Virginia (1996 to 2015); President of Capital Markets Institute, Inc. (retired) (fee-only financial planner and investment advisor) (1996 to 2016).

4

Salient MF Trust (investment company) (two funds) (2012-2018); Salient Midstream & MLP Fund (investment company) (2012-2018); Brandes Investment Trust (investment companies) (four funds) (2006 to 2012); Credit Suisse Alternative Capital Funds (investment companies) (six funds) (2005 to 2010).

Richard C. Johnson

Year of birth: 1937

Director (Since 2004)

Former Senior Partner (retired) Baker Botts LLP (law firm) ; Managing Partner, Baker Botts (1998 to 2002); practiced law at Baker Botts (1966 to 2002) (1972 to 2002 as a partner).

7

Salient MF Trust (investment company) (two funds) (2012-2018); Salient Midstream & MLP Fund (investment company) (2012-2018).

 

37

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Supplemental Information, continued
December 31, 2018
(Unaudited)

 

Name and Year of Birth

Position(s)
Held

Principal Occupation(s) During
the Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Director
1

Other Directorships
Held by Director During
the Past 5 Years

Scott E. Schwinger

Year of birth: 1965

Director (Since 2004)

President, McNair Interests (management) (since 2006).

7

Salient MF Trust (investment company) (two funds) (2012-2018); Salient Midstream & MLP Fund (investment company) (2012-2018); Nine Energy Service, Inc. (energy company) (since 2017); Houston Technology Center (2013-2017); The Make-A-Wish Foundation, (since 2008).

 

 

1

The 'Fund Complex" for the puporse of this table consists of the Ednowment PMF Funds (three funds) and the Salient Private Access Funds (four funds) with all funds in the Fund Complex being advised by the Adviser.

 

Officers of the Fund Who Are Not Directors

 

Name and Year of Birth

Position(s) Held with the Fund

Principal Occupation(s) During
the Past 5 Years

Barbara H. Tolle

Year of birth: 1949

Treasurer (Since 2017)

Treasurer and Principal Financial Officer, Salient MF Trust (since 2017); Treasurer and Principal Financial Officer, Salient Midstream and MLP Fund (since 2017); Treasurer and Principal Financial Officer, Forward Funds (since 2006); Treasurer, Salient Private Access Funds (since 2017); Treasurer, Ednowment PMF Funds (since 2017); Vice President, Director of Fund Accounting and Operations, Forward Management, LLC (since 2006); Vice President and Director, Fund Accounting and Administration, PFPC Inc. (1998 to 2006).

 

38

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Supplemental Information, continued
December 31, 2018
(Unaudited)

 

Name and Year of Birth

Position(s) Held with the Fund

Principal Occupation(s) During
the Past 5 Years

Kristen Bayazitoglu

Year of birth: 1981

Secretary (Since 2018)

Secretary, Forward Funds (since 2018); Secretary, Salient MF Trust (since 2018); Vice President, Forward Funds (2017-2018); Secretary, Salient Midstream & MLP Fund (since 2018); Vice President, Salient MF Trust (2017-2018); Vice President, Salient Midstream & MLP Fund (2017-2018); Chief Operating Officer, Salient Partners, L.P. (since 2017); Vice President, Salient Private Access Funds (since 2017);Vice President, Endowment PMF Funds (since 2017); Vice President of Operations, Salient Partners, L.P. (March 2012 - June 2017).

Matthew Hibbetts

Year of birth: 1982

Vice President (Since 2018)

Chief Financial Officer, Salient (since 2018); Vice President, Salient MF Trust (since 2018); Vice President, Forward Funds (since 2018); Vice President, Salient Midstream & MLP Fund (since 2018); Chief Operating Officer –MLP Investments, Salient (2013-2018); Vice President, Salient Private Access Funds (Since 2018); Vice President, Endowment PMF Funds (Since 2018).

Paul Bachtold

Year of birth: 1973

Chief Compliance Officer (Since 2010)

Chief Compliance Officer and Secretary, Forward Securities (since 2016); Chief Compliance Officer, Forward Funds (since 2016); Chief Compliance Officer, Forward Management, LLC (since 2015); Chief Compliance Officer, Salient Private Access Funds (since 2010); Chief Compliance Officer, Endowment PMF Funds (since 2014); Chief Compliance Officer, Salient (since 2010); Chief Compliance Officer, Salient Midstream & MLP Fund (since 2012); Chief Compliance Officer, Salient MF Trust (since 2012).

Thomas Dusenberry

Year of birth: 1977

Principal Financial Officer (Since 2018)

Director of Fund Operations, Salient (since 2016); Vice President of Fund Accounting and Administration, Citi Fund Services Ohio, Inc. (2001 to 2016).

 

39

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Supplemental Information, continued
December 31, 2018
(Unaudited)

 

Allocation of Investments

 

The following chart indicates the allocation of investments among the asset classes in the Master Fund as of December 31, 2018.

 

Asset Class(1)

 

Fair Value

   

%

 

Energy

  $ 30,562,640       12.97  

Event-Driven

    5,914,638       2.51  

Food Technology

    529,976       0.22  

Global Macro and Trading

    14,864,419       6.31  

Private Equity

    115,549,820       49.02  

Professional Services

    1,165,277       0.50  

Real Estate

    14,596,703       6.19  

Relative Value

    52,519,082       22.28  

Total Investments

  $ 235,702,555       100.00  

 

 

(1)

The complete list of investments included in the following asset class categories is included in the Schedule of Investments of the Master Fund.

 

Board Consideration of the Investment Management Agreement

 

At an in-person meeting of the Board held on October 10, 2018, the Board, including the Directors who are not “interested persons” as that term is defined in the Investment Company Act of 1940, as amended (“Independent Directors”), considered and approved the continuation of the Investment Management Agreement between the Master Fund and the Adviser (the “Advisory Agreement”). In preparation for review of the Advisory Agreement, the Board requested the Adviser to provide detailed information which the Board determined to be reasonably necessary to evaluate the agreement. The Independent Directors also met in-person in executive session to review and discuss aspects of these materials. At the request of the Independent Directors, the Adviser made presentations regarding the materials and responded to questions from the Independent Directors relating to, among other things, portfolio management, the Master Fund’s investment programs, Master Fund’s and Adviser’s compliance programs, Adviser staffing and management changes, Master Fund performance including benchmarks and comparisons to other funds, Master Fund fee levels, other portfolios (including fees) managed by the Adviser and its affiliates and the Adviser’s profitability (including revenue of the Adviser across all of its funds). The Board, including the Independent Directors, also took into consideration information furnished for the Board’s review and consideration throughout the year at regular Board meetings. The Independent Directors were assisted at all times by independent counsel.

 

Following the Board’s review, the Independent Directors met in executive session, and reported that they had concluded that the Advisory Agreement enables the Master Fund’s partners to obtain high quality services at a cost that is appropriate, reasonable, and in the interests of investors. They stated that prudent exercise of judgment warranted renewal of the advisory fees. It also was noted that the Board’s decision to renew the Advisory Agreement was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. Upon consideration of these and other factors, the Board also determined:

 

The nature, extent and quality of the advisory services provided. With respect to the Advisory Agreement, the Board considered: the Adviser’s continuing focus to increase Fund performance within the scope of the Funds’ investment mandate, the background and experience of key investment personnel; the Adviser’s focus on analysis of complex asset categories and their investment relationships; the Adviser’s continued disciplined investment approach,

 

40

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Supplemental Information, continued
December 31, 2018
(Unaudited)

 

including continued new private equity and similar private fund investments, and commitment to investment principles; the Adviser’s investment in and commitment to personnel; the Adviser’s significant compliance and tax reporting efforts, and oversight of operations; and, the Adviser’s oversight of and interaction with service providers.

 

The Board concluded that the nature, extent and quality of the management and advisory service provided were appropriate and thus supported a decision to renew the Advisory Agreement. The Board also concluded that the Adviser would be able to provide during the coming year quality investment management and related services, and that these services are appropriate in scope and extent in light of the Fund’s operations, the competitive landscape and investor needs.

 

The investment performance of the Funds. The Board evaluated the comparative information provided by the Adviser regarding the Fund’s investment performance, and information on the performance of other registered investment funds and various indices, including the relevance of various indices, and also the Adviser’s private feeder funds. The Board also considered the various performance reports received throughout the year. The Board concluded that the Adviser was able to implement its strategies in the context of variable conditions in numerous markets, a strong directional market to which the Fund does not seek broad exposure, and low volatility for the Funds. On the basis of the Directors’ assessment, the Directors concluded that the 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.

 

The cost of advisory service provided and the level of profitability. In analyzing the cost of services and profitability of the Adviser, the Board considered the revenues earned and expenses incurred by the Adviser. The Board took into account the maintenance by and cost to the Adviser in personnel and service infrastructure to support the Fund and its investors. On the basis of the Board’s review of the fees to be charged by the Adviser for investment advisory and related services, the unique nature of the Fund’s investment program, the Adviser’s financial information, and the costs associated with managing the Fund, the Board concluded that the level of investment management fees and the profitability of the Adviser is appropriate in light of the services provided, the management fees and overall expense ratios of comparable investment companies, and the profitability of the relationship between the Fund and the Adviser.

 

The extent to which economies of scale would be realized as the Fund grows and whether fee levels reflect these economies of scale for the benefit of Fund investors. While noting that the management fees will not decrease as the level of Fund assets increase, the Board concluded that the management fees reflect the Fund’s complex operations, the current economic environment for the Adviser, including its continued support and monitoring of the Fund, changes in investment decision-making that were implemented, the competitive nature of the investment company market as relevant to the Fund, and the relatively unchanged size of the Fund following the implementation of the 2014 investor choice plan that resulted in the dividing of the Fund’s portfolio. The Board noted that it would 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, 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, to the extent such benefits are identifiable or determinable, 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 determined that the Adviser has made a continuing and substantial commitment both to the recruitment and retention of high quality personnel, monitoring and investment decision-making and provision of investor service, 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.

 

41

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Supplemental Information, continued
December 31, 2018
(Unaudited)

 

Form N-Q Filings

 

The Master Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Master Fund’s Form N-Q is available on the Securities and Exchange Commission website at http://www.sec.gov. The Master Fund’s Form N-Q may be reviewed and copied at the Securities and Exchange Commission Public Reference Room in Washington, DC and information regarding operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

Proxy Voting Policies

 

A description of the policies and procedures that the Master Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling 1-800-725-9456; and (ii) on the Securities and Exchange Commission website at http://www.sec.gov.

 

Information regarding how the Master Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request, by calling 1-800-725-9456; and (ii) on the Securities and Exchange Commission website at http://www.sec.gov.

 

Additional Information

 

The Master Fund’s private placement memorandum (the “PPM”) includes additional information about Directors of the Master Fund. The PPM is available, without charge, upon request by calling 1-800-725-9456.

 

42

 

 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)

 

Privacy Policy (Unaudited)

 

The Master Fund recognizes the importance of securing personal financial information. It is our policy to safeguard any personal and financial information that may be entrusted to us. The following is a description of the Master Fund’s policy regarding disclosure of nonpublic personal information.

 

We collect nonpublic personal information as follows:

 

We collect information about our investors, including, but not limited to, the investor’s name, address, telephone number, e-mail address, social security number and date of birth. We collect that information from subscription agreements, other forms of correspondence that we receive from investors, from personal conversations and from affiliated entities as permitted by law.

 

We receive information about investor transactions with us, including, but not limited to, account number, account balance, investment amounts, withdrawal amounts and other financial information.

 

We are permitted by law to disclose nonpublic information we collect, as described above, to the Master Fund’s service providers, including the Master Fund’s investment adviser, servicing agent, independent administrator, custodian, legal counsel, accountant and auditor. We do not disclose any nonpublic information about our current or former investors to nonaffiliated third parties, except as required or permitted by law. We restrict access to investor nonpublic personal information to those persons who require such information to provide products or services to investors. We maintain physical, electronic and procedural safeguards that comply with federal standards to guard investors’ nonpublic personal information.

 

If an investor’s investment relationship with the Master Fund involves a financial intermediary, including, but not limited to, a broker-dealer, bank or trust company, the privacy policy of such investor’s financial intermediary would govern how any nonpublic personal information would be shared by them with nonaffiliated third parties.

 

43

 

 

 

 

 

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Investment Adviser
Endowment Advisers, L.P.

 

Administrator and Transfer Agent
UMB Fund Services, Inc.

 

Custodian
Citibank, N.A.

 

Independent Registered Public Accounting Firm
KPMG LLP

 

Legal Counsel
K&L Gates LLP

 

 

 

Item 2. Code of Ethics.

 

(a) The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This code of ethics is included as Exhibit 13(a)(1).

 

(b) During the period covered by the report, with respect to the registrant’s code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; there have been no amendments to, nor any waivers granted from, a provision that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2.

 

Item 3. Audit Committee Financial Expert.

 

3(a)(1) The registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee.

 

3(a)(2) The audit committee financial expert is G. Edward Powell, who is “independent” for purposes of this Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

   Current Year   Previous Year 
Audit Fees  $151,900   $148,900 
Audit-Related Fees  $0   $0 
Tax Fees  $0   $0 
All Other Fees  $0   $0 

 

(e)(1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

 

The audit committee may delegate its authority to pre-approve audit and permissible non-audit services to one or more members of the committee. Any decision of such members to pre-approve services shall be presented to the full audit committee at its next regularly scheduled meeting.

 

(2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this item that were approved by the audit committee pursuant to paragraph (c) (7)(i)(c) of Rule 2-01 of Regulation S-X.

 

  Current Year Previous Year
  0% 0%

 

(f) Not applicable.

 

(g) Disclose the aggregate non-audit fees billed by the registrant’s accountant for services rendered to registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant.

 

  Current Year Previous Year
  $0 $0

 

(h) Not applicable.

 

 

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Investments.

 

(a) Schedule of Investments as of the close of the reporting period is included in the report to the shareholders filed under item 1 of this form.

 

(b) Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company’s investment adviser; principal underwriter; or any affiliated person (as defined in section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company’s investment adviser, or any other third party, that the company uses, or that are used on the company’s behalf, to determine how to vote proxies relating to portfolio securities.

 

These policies are included below:

 

The Salient Private Access Master Fund, L.P.

The Endowment PMF Master Fund, L.P.

(each, a “Master Fund”)

The Salient Private Access Registered Fund, L.P.

The Salient Private Access TEI Fund, L.P.

The Salient Private Access Institutional Fund, L.P.

PMF Fund, L.P.

PMF TEI Fund, L.P.

(each, a “Feeder Fund”)

(collectively, the “Funds”)

 

Proxy Voting Policies and Procedures

 

I.Statement of Principle

 

The Funds seek to assure that proxies received by the Funds are voted in the best interests of the Funds’ stockholders and have accordingly adopted these procedures.

 

 

 

II.Delegation of Proxy Voting/Adoption of Adviser and Sub-Adviser Policies

 

Except as provided in Section III below, each Fund delegates the authority to vote proxies related to portfolio securities to Endowment Advisers, L.P. (the “Adviser”), as investment adviser to each Fund. For each portion of the Fund’s portfolio managed by a sub-adviser retained to provide day-to-day portfolio management for that portion of the Fund’s portfolio (each, a “Sub-Adviser”), the Adviser in turn may delegate its proxy voting authority to the Sub-Adviser responsible for that portion of the Fund’s portfolio. The Board of Directors of each Fund adopts the proxy voting policies and procedures of the Adviser and Sub-Advisers as the proxy voting policies and procedures that will be used by each of these respective entities when exercising voting authority on behalf of the Fund. These policies and procedures are attached hereto.

 

III.       Retention of Proxy Voting Authority

 

With respect to proxies issued by the Master Fund, the Feeder Funds do not delegate to the Adviser, but instead retain, their proxy voting authority. After receiving a proxy issued by the Master Fund, the Feeder Fund will hold a meeting of its Partners at which the Partners will vote their Interests to instruct the Feeder Fund to vote for or against the matter presented by the Master Fund. The Feeder Fund will then calculate the proportion of Interests voted for to those voted against (ignoring for purposes of this calculation the Interests for which it receives no voting instructions) and will subsequently vote its Interests in the Master Fund for or against the matter in the same proportion.

 

IV.       Consent in the Event of a Conflict of Interest

 

If for a particular proxy vote the Adviser or Sub-Adviser seeks a Fund’s consent to vote because of a conflict of interest or for other reasons, any two independent directors of the Fund may provide the Fund’s consent to vote.

 

V.       Annual Review of Proxy Voting Policies of Adviser and Sub-Advisers

 

The Board of Directors of each Fund will review on an annual basis the proxy voting policies of the Adviser and Sub-Advisers applicable to the Fund.

 

Dated: March 10, 2004, Revised: October 18, 2011, Revised December 29, 2016

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

As of the date of the filing, Mr. William K. Enszer is responsible for the day-to-day management of the Fund’s portfolio. Salient Private Access Master Fund, L.P. (the “Master Fund”), Salient Private Access Institutional Fund, L.P. (the “Institutional Fund”), Salient Private Access Registered Fund, L.P. (the “Registered Fund”), and Salient Private Access TEI Fund, L.P. (the “TEI Fund”) are registered investment companies (collectively, the “Fund Complex” and each individually the “Fund”).

 

Mr. Enszer is a Managing Director and Portfolio Manager of the Fund Complex since 2014.

 

 

 

The Adviser and certain other entities controlled by the Principals manage investment programs which are similar to that of the Fund, and the Adviser and/or the Principals may in the future serve as an investment adviser or otherwise manage or direct the investment activities of other registered and/or private investment vehicles with investment programs similar to the Funds.

 

Other Accounts Managed by the Investment Adviser

 

Mr. Enszer, who is primarily responsible for the day-to-day management of the Fund, may also manage other registered investment companies, other pooled investment vehicles and other accounts, as indicated below. The following tables identify, as of December 31, 2018: (i) the number of registered investment companies, other pooled investment vehicles and other accounts managed by Mr. Enszer and the total assets of such companies, vehicles and accounts; and (ii) the number and total assets of such companies, vehicles and accounts with respect to which the advisory fee is based on performance.

 

 

 

Name  Number of Other
Accounts
   Total Assets of Other
Accounts
  Number of Other Accounts
Subject to a Performance
Fee
   Total Assets of Other
Accounts Subject to
a Performance Fee
William K. Enszer                          
Registered investment companies   1   $   578.66 Million    0   $   
Other pooled investment companies   0   $       0   $    
Other accounts   0   $       0   $    

 

Conflicts of Interest of the Adviser

 

From time to time, potential conflicts of interest may arise between a portfolio manager’s management of the investments of the Fund, on the one hand, and the management of other registered investment companies, pooled investment vehicles and other accounts (collectively, “other accounts”), on the other. The other accounts might have similar investment objectives or strategies as the Fund, track the same index the Fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund. The other accounts might also have different investment objectives or strategies than the Fund.

 

Knowledge and Timing of Fund Trades. A potential conflict of interest may arise as a result of the portfolio manager’s day-to-day management of a Fund. Because of their positions with the Fund, the portfolio managers know the size, timing and possible market impact of the Fund’s trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the Fund.

 

Investment Opportunities. A potential conflict of interest may arise as a result of the portfolio manager’s management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both the Fund and other accounts managed by the portfolio manager, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Fund and other accounts. The Adviser has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

 

Performance Fees. A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the portfolio manager in that they may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to the Fund.

 

Compensation to Portfolio Managers

 

Mr. Enszer, a partner of Salient, indirectly owns equity interests in the Adviser. In addition, Mr. Enszer receives compensation based on objective and subjective performance assessments of his work, which may take into account the size of the Master Fund and the other funds within the Fund Complex and the management and servicing fees charged thereon, as well as other funds managed by Salient affiliates for which he has significant involvement.

 

 

 

Securities Ownership of Portfolio Managers

 

The table below shows the dollar range of the interests of each Fund beneficially owned as of December 31, 2018 by each portfolio manager.

 

Portfolio Manager Master Fund Registered Fund Institutional Fund TEI Fund
William K. Enszer None None None None

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

Not applicable.

 

Item 11. Controls and Procedures.

 

The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is (i) accumulated and communicated to the investment company’s management, including its certifying officers, to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the fourth fiscal quarter of the period covered by this report that have materially affected or are reasonably likely to materially affect the registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

(a) Not applicable.

(b) Not applicable.

 

Item 13. Exhibits.

 

(a)(1) Code of ethics that is subject to Item 2 is attached hereto.

(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.

(a)(3) Not applicable.

(a)(4) 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) Salient Private Access Master Fund, L.P.  
     
By (Signature and Title) /s/ John A. Blaisdell  
  John A. Blaisdell  
  Principal Executive Officer  
     
Date: March 11, 2019  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title) /s/ John A. Blaisdell  
  John A. Blaisdell  
  Principal Executive Officer  
     
Date: March 11, 2019  
     
By (Signature and Title) /s/ Thomas Dusenberry  
  Thomas Dusenberry  
  Principal Financial Officer  
     
Date: March 11, 2019  
EX-99.CODE ETH 2 fp0039852_ex99code.htm

The Salient Private Access Master Fund, L.P.

The Salient Private Access Registered Fund, L.P.

The Salient Private Access TEI Fund, L.P.

The Salient Private Access Institutional Fund, L.P.

The Endowment PMF Master Fund, L.P.

PMF Fund, L.P.

PMF TEI Fund, L.P.

 

Code of Ethics for Principal Executive and Senior Financial Officers

 

 

In accordance with the Sarbanes-Oxley Act of 2002 (the “Act”) and the rules promulgated thereunder by the U.S. Securities and Exchange Commission (“SEC”), the above-listed partnerships (collectively, the “Fund”) are required to file, on a semi-annual basis, a report on Form N-CSR in which the Fund must disclose whether it has adopted, for the purposes set forth below, a code of ethics applicable to certain of its officers. The Fund’s Board of Directors (“Board”), including a majority of the Directors that are not interested persons of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940 (“Investment Company Act”), has approved this Code of Ethics (“Code”) as compliant with the requirements of the Act and related SEC rules.

 

I.       Covered Officers/Purpose of the Code

 

This Code applies to the Fund’s Principal Executive Officer, Principal Financial Officer and Treasurer (the “Covered Officers,” each of whom are set forth in Exhibit A) for the purpose of promoting:

 

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the SEC and in other public communications made by the Fund;

 

compliance with applicable laws and governmental rules and regulations;

 

the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

accountability for adherence to the Code.

 

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

 

 

 

II.Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

 

A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his or her service to, the Fund. For example, a conflict of interest would arise if a Covered Officer receives improper personal benefits as a result of his or her position with the Fund.

 

Certain conflicts of interest may arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest provisions in the Investment Company Act and the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as “affiliated persons” of the Fund. The Fund’s and certain of its service providers’ compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside the parameters of this Code.

 

Although typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between the Fund and its investment adviser, placement agent, or administrator (each an “Employer”) of which the Covered Officers may be officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether for the Fund or an Employer), be involved in establishing policies and implementing decisions that will have different effects on the Employer and the Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationships between the Fund and the Employers and is consistent with the performance by the Covered Officers of their duties as officers of the Fund. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities normally will be deemed to have been handled ethically. In addition, it is recognized by the Board that the Covered Officers may also be officers or employees of one or more other investment companies covered by this Code or other codes of ethics.

 

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Fund.

 

Each Covered Officer must:

 

not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;

 

not cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Fund;

 

2 

 

not use material non-public knowledge of portfolio transactions made or contemplated for the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; and

 

report at least annually the information elicited in the Fund’s director and officer questionnaire relating to potential conflicts of interest.

 

There are some conflict of interest situations that must be discussed with the Fund’s Audit Committee if material. Some examples of such situations include:

 

service as a director on the board of any company (public or private), other than a management investment company;

 

the receipt of any non-nominal gifts;

 

the receipt of any entertainment from any company with which the Fund has current or prospective business dealings unless such entertainment is business related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

 

any ownership interest in, or any consulting or employment relationship with, any of the Fund’s service providers, other than an Employer or any affiliated person thereof; and

 

a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

 

III.       Disclosure and Compliance

 

Each Covered Officer:

 

should familiarize himself or herself with the disclosure requirements generally applicable to the Fund;

 

should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Directors and auditors, governmental regulators or self-regulatory organizations;

 

should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Fund, the Employers, and other Fund service providers, with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and

 

has the responsibility to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

 

3 

 

IV.       Reporting and Accountability by Covered Officers

 

Each Covered Officer must:

 

upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing (in the form attached hereto as Exhibit B) to the Board that he or she has received, read, and understands the Code;

 

annually thereafter affirm (in the form attached hereto as Exhibit B) to the Board that he or she has complied with the requirements of the Code;

 

not retaliate against any other Covered Officer or any employee or agent of an affiliated person of the Fund for good faith reports of potential violations; and

 

notify the Fund’s Audit Committee promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code.

 

V.        Enforcement

 

The Audit Committee is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. Any approvals or waivers sought by a Covered Officer will be considered by the Audit Committee. The Audit Committee is authorized to consult, as appropriate, with counsel to the Fund.

 

The Fund will follow these procedures in investigating and enforcing this Code:

 

The Audit Committee will take all appropriate action to investigate any potential violations reported to the Audit Committee;

 

if, after such investigation, the Audit Committee believes that no violation has occurred, the Audit Committee is not required to take any further action;

 

any matter that the Audit Committee believes is a material violation will be promptly reported to the Board of Directors of the Fund. The Directors, with the exception of any person whose matter is under consideration for a waiver, shall take such actions as they consider appropriate, including imposition of any sanctions that they consider appropriate;

 

no person shall participate in a determination of whether he or she has committed a violation of this Code or in the imposition of any sanction against himself or herself.

 

the Audit Committee will be responsible for granting waivers, as appropriate; and

 

any amendments to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

 

4 

 

VI.       Other Policies and Procedures

 

This Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Fund, the Employers or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Fund’s and any Employer’s codes of ethics under Rule 17j-1 under the Investment Company Act are separate requirements applying to the Covered Officers and others, and are not part of this Code.

 

V.        Amendment; Interpretation of Provisions

 

The Directors may from time to time amend this Code of Ethics or adopt such interpretations of this Code of Ethics as they deem appropriate.

 

VI.       Confidentiality

 

All reports and records prepared or maintained pursuant to this Code shall be treated as confidential and shall not be disclosed to any one other than the Board of Directors, the Covered Officers and Fund counsel, except as otherwise requested in accordance with applicable law.

 

VII.      Internal Use

 

The Code is intended solely for the internal use by the Fund and does not constitute an admission, by or on behalf of the Fund, as to any fact, circumstance, or legal conclusion.

 

Dated: January 16, 2004, Revised: October 18, 2011, Revised: December 29, 2016, Revised: March 3, 2018.

 

5 

 

Exhibit A

 

Persons Covered by this Code of Ethics (Covered Officers)

 

Principal Executive Officer: John A. Blaisdell

 

Principal Financial Officer: Thomas Dusenberry

 

Treasurer: Barbara H. Tolle

 

6 

 

EXHIBIT B


The Salient Private Access Master Fund, L.P.

The Salient Private Access Registered Fund, L.P.

The Salient Private Access TEI Fund, L.P.

The Salient Private Access Institutional Fund, L.P.

The Endowment PMF Master Fund, L.P.

PMF Fund, L.P.

PMF TEI Fund, L.P.

 

Code of Ethics for Principal Executive and Senior Financial Officers

 

Initial and Annual Certification of

Compliance with the

Code of Ethics for Principal Executive and Senior Financial Officers

 

To: The Board of Directors

 

[Initial] I hereby certify that I have received the Code of Ethics for Principal Executive and Senior Financial Officers adopted pursuant to the Sarbanes-Oxley Act of 2002 (the “Code”) and that I have read and understood the Code. I further certify that I am subject to the Code and will comply with each of the Code’s provisions to which I am subject.

 

[Annual] I hereby certify that I have received the Code of Ethics for Principal Executive and Senior Financial Officers adopted pursuant to the Sarbanes-Oxley Act of 2002 (the “Code”) and that I have read and understood the Code. I further certify that I have complied with and will continue to comply with each of the provisions of the Code to which I am subject.

 

     
  (Signature)  
       
  Name:    
       
  Date:  

 

 

 

EX-99.CERT 3 fp0039852_ex99cert.htm

CERTIFICATIONS

 

I, John A. Blaisdell, certify that:

 

1. I have reviewed this report on Form N-CSR of Salient Private Access Master Fund, L.P. (the “registrant”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in partners’ capital, and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

March 11, 2019   /s/ John A. Blaisdell  
Date   John A. Blaisdell  
    Principal Executive Officer  

 

 

 

CERTIFICATIONS

 

I, Thomas Dusenberry, certify that:

 

1. I have reviewed this report on Form N-CSR of Salient Private Access Master Fund, L.P. (the “registrant”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in partners’ capital, and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

March 11, 2019   /s/ Thomas Dusenberry  
Date   Thomas Dusenberry  
    Principal Financial Officer  

 

 

EX-99.906 CERT 4 fp0039852_ex99906cert.htm

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR for the period ended December 31, 2018 of the Salient Private Access Master Fund, L.P. (the “registrant”).

 

I, John A. Blaisdell, the Principal Executive Officer of the registrant, certify that, to the best of my knowledge:

 

1. The Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

 

2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the registrant.

 

March 11, 2019  
Date  
   
/s/ John A. Blaisdell  
John A. Blaisdell  
Principal Executive Officer  

 

This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of Form N-CSR or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR for the period ended December 31, 2018 of the Salient Private Access Master Fund, L.P. (the “registrant”).

 

I, Thomas Dusenberry, the Principal Financial Officer of the registrant, certify that, to the best of my knowledge:

 

1. The Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

 

2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the registrant.

 

March 11, 2019  
Date  
   
/s/ Thomas Dusenberry  
Thomas Dusenberry  
Principal Financial Officer  

 

This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of Form N-CSR or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.