N-CSRS 1 fp0027908_ncsrs.htm
 

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 811-21528
 

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

Registrant’s telephone number, including area code: 800-725-9456
 
Date of fiscal year end: 12/31/17
 
Date of reporting period: 06/30/17
 

 

 


Item 1. Reports to Stockholders.

 

 

 


TABLE OF CONTENTS

 

Salient Private Access Registered Fund, L.P.

 

Statement of Assets, Liabilities and Partners’ Capital

1

Statement of Operations

2

Statements of Changes in Partners’ Capital

3

Statement of Cash Flows

4

Notes to Financial Statements

5

Supplemental Information

11

Privacy Policy

13

   

Salient Private Access Master Fund, L.P.

 

Statement of Assets, Liabilities and Partners’ Capital

1

Schedule of Investments

2

Statement of Operations

9

Statements of Changes in Partners’ Capital

10

Statement of Cash Flows

11

Notes to Financial Statements

12

Supplemental Information

32

Privacy Policy

34

 


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

 

Statement of Assets, Liabilities and Partners’ Capital
June 30, 2017
(Unaudited)

 

Assets

     

Investment in the Master Fund, at fair value

 

$

118,321,313

 

Receivable from the Master Fund

   

3,010,000

 

Total assets

   

121,331,313

 

Liabilities and Partners’ Capital

       

Withdrawals payable

   

3,010,000

 

Servicing Fees payable

   

303,303

 

Accounts payable and accrued expenses

   

223,657

 

Total liabilities

   

3,536,960

 

Partners’ capital

   

117,794,353

 

Total liabilities and partners’ capital

 

$

121,331,313

 

 

See accompanying notes to financial statements.

 

1


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

 

Statement of Operations
Six Months Ended June 30, 2017
(Unaudited)

 

Net investment loss allocated from the Master Fund:

     

Dividend income (net of foreign tax withholding of $12,373)

 

$

519,566

 

Interest income

   

88,654

 

Expenses

   

(1,371,039

)

Net investment loss allocated from the Master Fund

   

(762,819

)

Expenses of the Registered Fund:

       

Servicing Fees

   

610,873

 

Professional fees

   

52,854

 

Other expenses

   

39,974

 

Total expenses of the Registered Fund

   

703,701

 

Net investment loss of the Registered Fund

   

(1,466,520

)

Net realized and unrealized gain (loss) from investments allocated from the Master Fund:

       

Net realized gain (loss) from investments

   

840,409

 

Change in unrealized appreciation/depreciation from investments

   

2,056,068

 

Net realized and unrealized gain from investments allocated from the Master Fund

   

2,896,477

 

Net increase in partners’ capital resulting from operations

 

$

1,429,957

 

 

See accompanying notes to financial statements.

 

2


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

 

Statements of Changes in Partners’ Capital
Year Ended December 31, 2016 and
Six Months Ended June 30, 2017 (Unaudited)

 

Partners’ capital at December 31, 2015

 

$

135,704,774

 

Contributions

   

 

Withdrawals

   

(10,422,620

)

Net decrease in partners’ capital resulting from operations:

       

Net investment loss

   

(2,490,972

)

Net realized gain from investments

   

8,830,549

 

Change in unrealized appreciation/depreciation from investments

   

(9,172,334

)

Net decrease in partners’ capital resulting from operations

   

(2,832,757

)

Partners’ capital at December 31, 2016

 

$

122,449,397

 

Contributions

   

 

Withdrawals

   

(6,085,000

)

Net increase in partners’ capital resulting from operations:

       

Net investment loss

   

(1,466,520

)

Net realized gain from investments

   

840,409

 

Change in unrealized appreciation/depreciation from investments

   

2,056,068

 

Net increase in partners’ capital resulting from operations

   

1,429,957

 

Partners’ capital at June 30, 2017

 

$

117,794,354

 

 

See accompanying notes to financial statements.

 

3


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

 

Statement of Cash Flows
Six Months Ended June 30, 2017
(Unaudited)

 

Cash flows from operating activities:

     

Net increase in partners’ capital resulting from operations

 

$

1,429,957

 

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

       

Net realized and unrealized gain from investments allocated from the Master Fund

   

(2,896,477

)

Net investment loss allocated from the Master Fund

   

762,819

 

Withdrawals from the Master Fund

   

6,809,703

 

Change in operating assets and liabilities:

       

Receivable from the Master Fund

   

(510,000

)

Servicing Fees payable

   

(9,463

)

Accounts payable and accrued expenses

   

(11,539

)

Net cash provided by operating activities

   

5,575,000

 

Cash flows from financing activities:

       

Contributions

   

 

Withdrawals

   

(5,575,000

)

Net cash used in financing activities

   

(5,575,000

)

Net change in cash and cash equivalents

   

 

Cash and cash equivalents at beginning of period

   

 

Cash and cash equivalents at end of period

 

$

 

 

See accompanying notes to financial statements.

 

4


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

 

Notes to Financial Statements
June 30, 2017
(Unaudited)

 

(1)

ORGANIZATION

 

The Salient Private Access Registered Fund, L.P. (formerly known as The Endowment Registered Fund, L.P., the “Registered Fund”), a Delaware limited partnership registered under the Investment Company Act of 1940, as amended (the “1940 Act”), commenced operations on March 10, 2004, as a non-diversified, closed-end management investment company. The Registered Fund was created to serve as a feeder fund for the Salient Private Access Master Fund, L.P. (formerly known as The Endowment Master Fund, L.P., the “Master Fund”). For convenience, reference to the Registered Fund may include the Master Fund, as the context requires.

 

The Registered 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 Registered Fund pursues its investment objective by investing substantially all of its assets in the Master Fund, which invests its assets in 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 Master Fund’s financial statements, Schedule of Investments and notes to financial statements, included elsewhere in this report, should be read in conjunction with this report. The percentage of the Master Fund’s partnership interests owned by the Registered Fund on June 30, 2017, was 43.20%.

 

The Endowment Fund GP, L.P., a Delaware limited partnership, serves as the general partner of the Registered 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 Registered Fund, including the complete and exclusive authority to oversee and establish policies regarding the management, conduct, and operation of the Registered Fund’s business. A majority of the members of the Board are independent of the General Partner and its management. To the extent permitted by applicable law, the Board may delegate any of its rights, powers and authority to, among others, the officers of the Registered Fund, the Adviser, or any committee of the Board.

 

The Board is authorized to engage an investment adviser and it has selected Endowment Advisers, L.P. (the “Adviser”), to manage the Registered Fund’s portfolio and operations, pursuant to an investment management agreement (the “Investment Management Agreement”). The Adviser is a Delaware limited partnership that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Under the Investment Management Agreement, the Adviser is responsible for the establishment of an investment committee, which is responsible for developing, implementing, and supervising the Registered Fund’s investment program subject to the ultimate supervision of the Board. In addition to investment advisory services, the Adviser also functions as the servicing agent of the Registered Fund (the “Servicing Agent”) and as such provides or procures investor services and administrative assistance for the Registered Fund. The Adviser can delegate all or a portion of its duties as Servicing Agent to other parties, who would in turn act as sub-servicing agents.

 

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

 

5


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

 

Notes to Financial Statements, continued
June 30, 2017
(Unaudited)

 

(2)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

 

(a)

BASIS OF ACCOUNTING

 

The accounting and reporting policies of the Registered Fund conform with U.S. generally accepted accounting principles (“U.S. GAAP”). The accompanying financial statements reflect the financial position of the Registered Fund and the results of its operations. The Registered 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 Registered Fund considers all unpledged temporary cash investments with a maturity date at the time of purchase of three months or less to be cash equivalents.

 

(c)

INVESTMENT SECURITIES TRANSACTIONS

 

The Registered Fund records monthly, its pro-rata share of income, expenses, changes in unrealized appreciation and depreciation, and realized gains and losses derived from the Master Fund.

 

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

 

Investments that are held by the Registered Fund 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.

 

(d)

INVESTMENT VALUATION

 

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

 

The Board has formed a valuation committee (the “Board Valuation Committee”) that is responsible for overseeing the Registered 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 Registered Fund invests substantially all of its assets in the Master Fund. Investments in the Master Fund are recorded at fair value based on the Registered Fund’s proportional share of the Master Fund’s partners’ capital. Valuation of the investments held by the Master Fund is discussed in the Master Fund’s notes to financial statements, included in this report.

 

(e)

INVESTMENT INCOME

 

For investments in securities, dividend income is recorded on the ex-dividend date, net of withholding taxes. Interest income is recorded as earned on the accrual basis and includes amortization of premiums or accretion of discounts.

 

6


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

 

Notes to Financial Statements, continued
June 30, 2017
(Unaudited)

 

(f)

FUND EXPENSES

 

Unless otherwise voluntarily or contractually assumed by the Adviser or another party, the Registered 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 Registered Fund’s account; legal fees; accounting, auditing and tax preparation fees; recordkeeping and custodial fees; costs of computing the Registered 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 other types of expenses as may be approved from time to time by the Board.

 

(g)

INCOME TAXES

 

The Registered 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 Registered Fund’s financial statements. Investments in foreign securities may result in foreign taxes being withheld by the issuer of such securities.

 

For the current open tax years and for all major jurisdictions, management of the Registered Fund has evaluated the tax positions taken or expected to be taken in the course of preparing the Registered Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained by the Registered 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 Registered Fund would be recorded as a tax benefit or expense in the current period. For the six months ended June 30, 2017, the Registered 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.

 

(h)

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 Registered Fund records its investment in the Master Fund at fair value. Investments of the Master Fund are recorded at fair value discussed further in the Master Fund’s notes to financial statements, included in this report.

 

(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 Registered Fund will issue new Interests. The Interests have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of

 

7


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

 

Notes to Financial Statements, continued
June 30, 2017
(Unaudited)

 

any state. The Registered 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 Registered 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 Registered Fund’s limited partnership agreement. The Registered 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 Registered Fund, including allocations from the Master Fund, are allocated among and credited to or debited against the capital accounts of all partners as of the last day of each fiscal period in accordance with the partners’ respective 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 Registered 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 Registered Fund repurchase all or any portion of an Interest at the partner’s discretion at any time. Periodically, the Adviser, which also serves as the investment adviser of the Master Fund, recommends to the Board that the Registered Fund offer to repurchase such 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. Since the Registered Fund’s assets are invested in the Master Fund, the ability of the Registered Fund to have its Interests in the Master Fund be repurchased would be subject to the Master Fund’s repurchase policy. The Master Fund’s repurchase policy is substantially similar to the Registered Fund’s repurchase policy as any tender offer by the Master Fund is subject to the sole discretion of the Board. In addition, the Registered Fund may determine not to conduct a repurchase offer each time the Master Fund conducts a repurchase offer. In the event Interests are repurchased, there will be a substantial period of time between the date as of which partners must tender their Interests for repurchase and the date they can expect to receive payment for their Interests from the Registered Fund.

 

(5)

INVESTMENTS IN PORTFOLIO SECURITIES

 

As of June 30, 2017, all of the investments made by the Registered Fund were in the Master Fund.

 

(6)

FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

 

In the normal course of business, the Investment Funds in which the Registered Fund may invest either directly or through the Master Fund may trade various derivative securities and other financial instruments, and enter into various investment activities with off-balance sheet risk both as an investor and as a principal. The Registered Fund’s risk of loss in these Investment Funds is limited to the Registered Fund’s pro rata share of the value of its investment

 

8


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

 

Notes to Financial Statements, continued
June 30, 2017
(Unaudited)

 

in or commitment to such Investment Funds as held directly or through the Master Fund. In addition, the Master Fund may invest directly in derivative securities or other financial instruments to gain greater or lesser exposure to a particular asset class.

 

(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 of the Master Fund. The Administrator also provides the Registered Fund and the Master Fund with legal, compliance, transfer agency, and other investor related services at an additional cost.

 

The fees for Registered Fund administration are paid out of the Master Fund’s assets, which decreases the net profits or increases the net losses of the partners in the Registered Fund.

 

(8)

RELATED PARTY TRANSACTIONS

 

(a)

INVESTMENT MANAGEMENT FEE

 

In consideration of the advisory and other services provided by the Adviser to the Master Fund and the Registered Fund, 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. So long as the Registered Fund invests all of its investable assets in the Master Fund, the Registered Fund will not pay the Adviser directly any Investment Management Fee; however, should the Registered Fund not have all of its investments in the Master Fund, it may be charged the 1.00% Investment Management Fee directly. The Registered Fund’s partners bear an indirect portion of the Investment Management Fee paid by the Master Fund. The Investment Management Fee decreases the net profits or increases the net losses of the Master Fund and indirectly the Registered Fund as the fees reduce the capital accounts of the Master Fund’s partners.

 

(b)

SERVICING FEE

 

In consideration for providing or procuring investor services and administrative assistance to the Registered Fund, the Adviser receives a servicing fee (the “Servicing Fee”) equal to 1.00% (on an annualized basis) of each partner’s capital account balance, calculated at the end of each month, payable quarterly in arrears.

 

The Adviser may engage one or more sub-servicing agents to provide some or all of the services. Compensation to any sub-servicing agent is paid by the Adviser. The Adviser or its affiliates also may pay a fee out of their own resources to sub-servicing agents.

 

For the six months ended June 30, 2017, $610,873 was incurred for Servicing Fees.

 

(c)

PLACEMENT AGENTS

 

The Registered Fund may engage one or more placement agents (each, a “Placement Agent”) to solicit investments in the Registered Fund. Salient Capital, L.P., an affiliate of the Adviser, is a broker-dealer who has been engaged by the Registered Fund to serve as a Placement Agent. A Placement Agent may engage one or more sub-placement agents. The Adviser or its affiliates may pay a fee out of their own resources to Placement Agents and sub-placement agents.

 

9


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

 

Notes to Financial Statements, continued
June 30, 2017
(Unaudited)

 

(9)

FINANCIAL HIGHLIGHTS

 

   

Six Months

Ended
June 30,
2017

   

Year Ended

December 31,

2016

   

Year Ended

December 31,

2015

   

Year Ended

December 31,

2014

   

Year Ended

December 31,

2013

   

Year Ended
December 31,
2012

 

Net investment loss to average partners’ capital(1)

   

(2.44

)%

   

(1.95

)%

   

(1.11

)%

   

(3.26

)%

   

(1.69

)%

   

(1.69

)%

Expenses to average partners’ capital(1)

   

3.46

%

   

3.09

%

   

2.77

%

   

4.13

%

   

2.32

%

   

2.37

%

Portfolio turnover(2)

   

5.94

%

   

16.94

%

   

12.52

%

   

16.96

%

   

16.95

%

   

20.88

%

Total return(3), (4)

   

1.18

%

   

(2.07

)%

   

2.12

%

   

4.91

%

   

3.72

%

   

1.66

%

Partners’ capital, end of period (000s)

 

$

117,794

   

$

122,449

   

$

135,705

   

$

136,793

   

$

858,504

   

$

1,276,604

 

 

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 period. Ratios include allocations of net investment loss and expenses from the Master Fund.

(2)

The Registered Fund is invested exclusively in the Master Fund, therefore this ratio reflects the portfolio turnover of the Master Fund, which is for the period indicated.

(3)

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

(4)

Calculated including benefit of early repurchase fees in each applicable year. Had these early repurchase fees not been included as income for the purposes of the total return calculation, the total return would have been 1.65% for 2012.

 

(10)

SUBSEQUENT EVENTS

 

Based on the partners’ capital of the Registered Fund, the Adviser recommended to the Board that a tender offer to repurchase Interests in an amount of up to $2,983,000 be made for the quarter ending September 30, 2017 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 Registered Fund were notified of a tender offer with an August 31, 2017 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 $78 million in gross redemptions, the Adviser, in its discretion, will pro-rate the amount elected to be tendered in accordance with the Registered Fund’s repurchase procedures. The final amount that is accepted by the Master Fund, and subsequently the Registered Fund, will appear in the next report to partners.

 

Management of the Registered 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 June 30, 2017.

 

10


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

 

Supplemental Information
June 30, 2017
(Unaudited)

 

Directors and Officers

 

The Registered 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 Registered Fund who are responsible for the Registered 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, a fee of $1,000 per informal Board meeting, a fee of $500 per telephonic Board meeting, an annual fee of $833 for each Compliance committee member and $625 for each Audit and Valuation committee member, an annual fee of $5,000 for the valuation committee chairman and $3,000 for each other committee chair, each of which is paid quarterly, and an annual fee of $5,000, paid quarterly, to the Lead Independent Director. There are currently six Independent Directors. In the interest of retaining Independent Directors of the highest quality, the Board intends to periodically review such compensation and may modify it as the Board deems appropriate.

 

Allocation of Investments

 

The following chart indicates the allocation of investments among the asset classes in the Master Fund as of June 30, 2017.

 

Asset Class1

 

Fair Value

   

%

 

Energy

 

$

33,867,605

     

11.13

 

Event-Driven

   

10,928,602

     

3.59

 

Financials

   

1,208,926

     

0.40

 

Food Technology

   

399,995

     

0.13

 

Global Macro and Trading

   

29,262,997

     

9.61

 

Private Equity

   

130,581,999

     

42.90

 

Professional Services

   

420,364

     

0.14

 

Real Estate

   

16,267,748

     

5.34

 

Relative Value

   

81,445,054

     

26.76

 

Total Investments

 

$

304,383,290

     

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.

 

11


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

 

Supplemental Information, continued
June 30, 2017
(Unaudited)

 

Form N-Q Filings

 

The Registered 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 Registered Fund’s Form N-Q is available on the Securities and Exchange Commission website at http://www.sec.gov. The Registered 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 Registered 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 Registered 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 Registered Fund’s private placement memorandum (the “PPM”) includes additional information about Directors of the Registered Fund. The PPM is available, without charge, upon request by calling 1-800-725-9456.

 

12


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

 

Privacy Policy (Unaudited)

 

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

 

If an investor’s investment relationship with the Registered 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.

 

13


Salient
Private Access Fund
 
Salient Private Access Master Fund, L.P.
 
Shareholder Report
 
June 30, 2017
(Unaudited)
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Statement of Assets, Liabilities and Partners’ Capital
June 30, 2017
(Unaudited)
 
Assets
     
Investments in Investment Funds, at fair value (cost $250,689,994)
 
$
267,481,590
 
Investments in affiliated Investment Funds, at fair value (cost $45,691,002)
   
34,872,416
 
Investments in securities, at fair value (cost $2,851,637)
   
2,029,284
 
Total investments
   
304,383,290
 
Cash and cash equivalents
   
13,200,980
 
Deposits at brokers for swaps
   
3,632,650
 
Interest and dividends receivable
   
4,679
 
Receivable from investments sold
   
5,202,223
 
Offshore withholding tax receivable
   
255,535
 
Prepaids and other assets
   
16,916
 
Total assets
   
326,696,273
 
Liabilities and Partners’ Capital
       
Withdrawals payable
   
6,965,000
 
Credit facility
   
42,000,000
 
Investment Management Fees payable
   
705,104
 
Payable to affiliate
   
493,127
 
Offshore withholding tax payable
   
317,824
 
Unrealized loss on swap agreements
   
1,972,614
 
Administration fees payable
   
41,799
 
Payable to Adviser
   
100,000
 
Payable to Directors
   
23,383
 
Accounts payable and accrued expenses
   
170,919
 
Total liabilities
   
52,789,770
 
Partners’ capital
   
273,906,503
 
Total liabilities and partners’ capital
 
$
326,696,273
 
 
See accompanying notes to financial statements.
 
1
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Schedule of Investments
June 30, 2017
(Unaudited)
 
Shares
 
Fair
Value
 
% of Partners’ Capital
Investments in Investment Funds
           
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies
           
Cayman Islands
           
Energy (1.99% of Partners’ Capital)
           
Sentient Global Resources Fund III, L.P.
   
$
3,431,402
   
Sentient Global Resources Fund IV, L.P.
     
2,032,971
   
Global Macro and Trading (3.69% of Partners’ Capital)
             
CCP Core Macro Fund LP- Class Newton USD
     
10,107,108
   
Private Equity (15.22% of Partners’ Capital)
             
ABRY Advanced Securities Fund, L.P.
     
59,624
   
CX Partners Fund Ltd. (1)
     
4,610,136
   
Gavea Investment Fund II A, L.P.
     
8,244
   
Gavea Investment Fund III A, L.P.
     
344,885
   
Hillcrest Fund, L.P. (1)
     
355,143
   
India Asset Recovery Fund L.P.
     
19,060
   
J.C. Flowers III L.P. (1)
     
2,473,806
   
LC Fund IV, L.P. (1)
     
3,774,827
   
New Horizon Capital III, L.P. (1)
     
3,428,840
   
Northstar Equity Partners III (1)
     
1,340,041
   
Orchid Asia IV, L.P. (1)
     
655,483
   
Reservoir Capital Partners (Cayman), L.P. (1)
     
1,155,047
   
Tiger Global Private Investment Partners IV, L.P. (1)
     
1,018,041
   
Tiger Global Private Investment Partners V, L.P. (1)
     
2,291,865
   
Tiger Global Private Investment Partners VI, L.P.
     
1,472,289
   
Trustbridge Partners II, L.P. (1)
     
2,992,209
   
Trustbridge Partners III, L.P. (1)
     
6,675,016
   
Trustbridge Partners IV, L.P. (1)
     
3,661,378
   
Trustbridge Partners V, L.P.
     
5,345,438
   
Real Estate (0.58% of Partners’ Capital)
             
Forum European Realty Income III, L.P. (1)
     
694,068
   
Phoenix Asia Real Estate Investments II, L.P.
     
905,339
   
Total Cayman Islands
     
58,852,260
   
Guernsey
             
Private Equity (0.17% of Partners’ Capital)
             
Mid Europa Fund III LP
     
465,246
   
Total Guernsey
     
465,246
   
 
See accompanying notes to financial statements.
 
2
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Schedule of Investments, continued
June 30, 2017
(Unaudited)
 
Shares
 
Fair
Value
 
% of Partners’ Capital
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued)
         
Republic of Mauritius
         
Real Estate (0.66% of Partners’ Capital)
         
ORBIS Real Estate Fund I (2)
   
$
1,800,430
   
Total Republic of Mauritius
     
1,800,430
   
United Kingdom
           
Private Equity (1.08% of Partners’ Capital)
           
Darwin Private Equity I L.P. (1)
     
342,290
   
Sovereign Capital Limited Partnership III (1)
     
2,604,891
   
Real Estate (0.14% of Partners’ Capital)
           
Benson Elliot Real Estate Partners II, L.P.
     
101,484
   
Patron Capital, L.P. II
     
35,692
   
Patron Capital, L.P. III
     
247,120
   
Total United Kingdom
     
3,331,477
   
United States
           
Energy (10.36% of Partners’ Capital)
           
ArcLight Energy Partners Fund IV, L.P. (1)
     
291,598
   
ArcLight Energy Partners Fund V, L.P.
     
973,002
   
CamCap Resources, L.P.
     
2,398
   
EIV Capital Fund II, LP (1)
     
897,652
   
EMG AE Permian Co-Investment, LP
     
1,377,709
   
EnCap Energy Capital Fund VII-B LP (1)
     
227,255
   
EnCap Energy Infrastructure TE Feeder, L.P. (1)
     
434,283
   
Energy & Minerals Group Fund II, L.P. (1)
     
2,964,573
   
Haddington Energy Partners III, L.P.
     
854,213
   
Intervale Capital Fund, L.P.
     
771,412
   
Merit Energy Partners G, L.P.
     
2,422,039
   
Midstream & Resources Follow-On Fund, L.P. (1)
     
2,490,402
   
NGP Energy Technology Partners II, L.P. (1)
     
555,713
   
NGP IX Offshore Fund, L.P. (1)
     
246,810
   
NGP Midstream & Resources, L.P. (1)
     
1,796,690
   
Quantum Parallel Partners V, LP
     
9,000,000
   
Tenaska Power Fund II-A, L.P. (1)
     
202,203
   
Tocqueville Gold Partners, L.P.
     
23,920
   
Vortus Investments, LP
     
2,856,244
   
Event-Driven (3.99% of Partners’ Capital)
           
BDCM Partners I, L.P.
     
3,043,271
   
Credit Distressed Blue Line Fund, L.P. (2)
     
1,759,403
   
Fortelus Special Situations Fund LP
     
750,017
   
 
See accompanying notes to financial statements.
 
3
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Schedule of Investments, continued
June 30, 2017
(Unaudited)
 
   
Shares
   
Fair
Value
 
% of Partners’ Capital
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued)
               
United States (continued)
               
Event-Driven (3.99% of Partners’ Capital) (continued)
               
Harbinger Capital Partners Fund I, L.P. (2)
       
$
3,438,702
   
Harbinger Capital Partners Fund II, L.P.
         
325,038
   
Harbinger Capital Partners Special Situations Fund, L.P.
         
390,700
   
Harbinger Class L Holdings (U.S.), LLC
         
28,510
   
Harbinger Class LS Holdings I (U.S.) Trust (2)
   
592
     
786,613
   
Harbinger Class PE Holdings (U.S.) Trust
   
1
     
375,637
   
Prospect Harbor Credit Partners LP
           
30,711
   
Global Macro and Trading (6.99% of Partners’ Capital)
                   
D.E. Shaw Heliant Fund, LLC (2)
           
10,342,035
   
Kepos Alpha Fund LP
           
8,813,854
   
Private Equity (31.15% of Partners’ Capital)
                   
Accel-KKR Capital Partners III, LP (1)
           
2,349,145
   
Advent Latin American Private Equity Fund IV-F L.P.
           
517,123
   
Advent Latin American Private Equity Fund V-F L.P.
           
2,317,456
   
Armadillo Litigation Finance II (1)
           
2,290,013
   
Artis Bracket Computing SPV, L.P.
           
145,374
   
Artis Juicy SPV, L.P.
           
443,167
   
Artis Ventures II, L.P.
           
3,228,851
   
Audax Mezzanine Fund II, L.P. (1)
           
167,844
   
Aviator Capital Mid-Life Us Feeder Fund, LP (1)
           
2,698,961
   
BDCM Opportunity Fund II, L.P. (1)
           
1,486,696
   
BLC Secured Credit Partners II
           
1,592,882
   
BLC Secured Credit Partners LLC - Series 14-3C
           
1,245,632
   
Capital Royalty Partners LP (1)
           
8,307
   
Catterton Growth Partners, L.P.
           
1,916,565
   
Chrysalis Ventures III, L.P.
           
284,341
   
Colbeck Strategic Lending Onshore Feeder, LP
           
571,533
   
Column Group II, LP
           
5,277,761
   
Column Group III, LP
           
479,089
   
Crestline Opportunities Fund III, LLC (1)
           
1,486,364
   
Crosslink Crossover Fund IV, L.P.
           
62,844
   
Crosslink Crossover Fund V, L.P.
           
398,584
   
Crosslink Crossover Fund VI, L.P.
           
3,609,991
   
Dace Ventures I, LP
           
162,045
   
Fairhaven Capital Partners, L.P.
           
1,980,571
   
Founders Fund III, LP
           
3,975,166
   
Founders Fund IV, LP
           
4,592,960
   
 
See accompanying notes to financial statements.
 
4
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Schedule of Investments, continued
June 30, 2017
(Unaudited)
 
   
Shares
   
Fair
Value
 
% of Partners’ Capital
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued)
               
United States (continued)
               
Private Equity (31.15% of Partners’ Capital) (continued)
               
Freedom Participation Partners I, LLC
       
$
2,248,007
   
Garrison Opportunity Fund II A LLC
         
803,861
   
Garrison Opportunity Fund LLC (1)
         
265,934
   
HealthCor Partners Fund, L.P.
         
1,300,062
   
ILS Property & Casualty Master Fund Ltd. (1)
         
2,895,189
   
Ithan Creek Partners, L.P.
         
150,761
   
Kayne Anderson Real Estate Debt, L.P. (1)
         
2,578,146
   
L-R Global Partners, L.P.
         
62,759
   
MatlinPatterson Global Opportunities Partners III L.P. (1)
         
1,422,677
   
Middle East North Africa Opportunities Fund, L.P. (2)
   
728
     
54,998
   
Monomoy Capital Partners II, L.P.
           
1,455,727
   
Monomoy Capital Partners, L.P.
           
151,605
   
Pine Brook Capital Partners, L.P. (1)
           
2,167,193
   
Pinto America Growth Fund, L.P.
           
269,290
   
Private Equity Investment Fund V, L.P. (1)
           
2,947,056
   
Saints Capital VI, L.P. (1)
           
995,903
   
Sanderling Venture Partners VI Co-Investment Fund, L.P.
           
168,102
   
Sanderling Venture Partners VI, L.P.
           
150,282
   
Private Equity (31.15% of Partners’ Capital)
                   
Sterling Capital Partners II, L.P.
           
63,309
   
Sterling Group Partners II, L.P.
           
1,012
   
Sterling Group Partners III, L.P.
           
2,941,134
   
Strategic Value Global Opportunities Fund I-A, L.P.
           
205,990
   
Strattam Capital Investment Fund, L.P.
           
3,921,818
   
TAEF Fund, LLC
           
421,281
   
Tenaya Capital V, LP
           
711,427
   
Tenaya Capital VI, LP
           
1,348,162
   
The Column Group, LP
           
2,451,149
   
The Raptor Private Holdings L.P.
   
204
     
80,890
   
Triangle Peak Partners II Annex Fund, LP (1)
           
2,688,634
   
Trivest Fund IV, L.P.
           
1,722,089
   
Tuckerbrook SB Global Distressed Fund I, L.P.
           
473,556
   
Valiant Capital Partners LP
           
809,130
   
VCFA Private Equity Partners IV, L.P. (1)
           
59,068
   
VCFA Venture Partners V, L.P.
           
653,456
   
Vortus NPR Co-investment
           
595,587
   
Voyager Capital Fund III, L.P.
           
454,673
   
WestView Capital Partners II, L.P.
           
2,339,065
   
 
See accompanying notes to financial statements.
 
5
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Schedule of Investments, continued
June 30, 2017
(Unaudited)
 
   
Shares
   
Fair
Value
 
% of Partners’ Capital
 
Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies (continued)
                 
United States (continued)
                 
Real Estate (4.54% of Partners’ Capital)
                 
Aslan Realty Partners III, L.L.C.
       
$
5,093
     
Cypress Realty VI Limited Partnership
         
730,311
     
Florida Real Estate Value Fund, L.P. (1)
         
593,542
     
GTIS Brazil Real Estate Fund (Brazilian Real) LP (1)
         
2,778,054
     
Lone Star Real Estate Fund II (U.S.), L.P.
         
246,062
     
Monsoon Infrastructure & Realty Co-Invest, L.P.
         
2,313,225
     
Northwood Real Estate Co-Investors LP (1)
         
632,966
     
Northwood Real Estate Partners LP (1)
         
1,759,326
     
Parmenter Realty Fund IV, L.P. (1)
         
879,659
     
Pearlmark Mezzanine Realty Partners III, L.L.C. (1)
         
390,565
     
Pennybacker II, LP (1)
         
5,487
     
SBC Latin America Housing US Fund, LP
         
1,499,749
     
Square Mile Partners III LP (1)
         
600,915
     
Relative Value (29.59% of Partners’ Capital)
                   
CIFC SSC Loan Fund, L.P. (2)
         
11,258,593
     
Citadel Wellington LLC
           
20,919,756
     
Eton Park Fund, L.P.
           
131,066
     
King Street Capital, L.P. (1)
           
133,679
     
Magnetar Capital Fund LP
           
223,459
     
Magnetar SPV LLC
           
3,012
     
Millennium USA LP
           
27,786,593
     
Napier Park IG Muni First Loss Fund, LP (3)
           
3,250,000
     
OZ Asia Domestic Partners, LP
           
147,303
     
PIPE Equity Partners, LLC (2)
           
498,652
     
PIPE Select Fund, LLC (2)
           
1,682,990
     
Prophet Opportunity Partners LP
           
6,019,591
     
Stark Investments Ltd Partnership (1)
           
1,673
     
Stark Select Asset Fund, LLC
           
159,653
     
STS Partners Fund, LP
           
8,828,041
     
Total United States
           
237,269,869
     
Total Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies
           
301,719,282
 
110.15
%
 
See accompanying notes to financial statements.
 
6
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Schedule of Investments, continued
June 30, 2017
(Unaudited)
 
   
Shares
   
Fair
Value
   
% of Partners’ Capital
 
Passive Foreign Investment Companies
                 
Cayman Companies Limited by Shares, Exempted Companies and Limited Liability Companies
                 
Energy (0.01% of Partners’ Capital)
                 
Ospraie Special Opportunities (Offshore) Ltd.
       
$
15,116
       
Private Equity (0.06% of Partners’ Capital)
                   
Q China Holdings Ltd.
   
535
     
61,950
       
Q India Holdings Ltd.
   
2,429
     
94,183
       
Quorum Fund Ltd.
   
1,608
     
13,820
       
Relative Value (0.15% of Partners’ Capital)
                     
CRC Credit Fund Ltd.
   
8,462
     
400,993
       
Total Cayman Companies Limited by Shares, Exempted Companies and Limited Liability Companies
           
586,062
       
Total Passive Foreign Investment Companies
           
586,062
     
0.22
%
Private Corporations
                       
United States
                       
Real Estate (0.02% of Partners’ Capital)
                       
Legacy Partners Realty Fund II, Inc.
           
22,324
         
Legacy Partners Realty Fund III, Inc.
           
26,337
         
Total Private Corporations
           
48,661
     
0.02
%
Total Investments in Investment Funds (Cost $296,380,996)
           
302,354,005
     
110.39
%
Investments in Securities
                       
Common Stocks
                       
United States
                       
Financials (0.44% of Partners’ Capital)
                       
Ellington Financial LLC (1)
   
74,579
     
1,208,926
         
Total Common Stocks
           
1,208,926
     
0.44
%
Preferred Stocks
                       
United States
                       
Food Technology (0.11% of Partners’ Capital)
                       
Credible Inc., Series A Preferred Stock
   
19,842
     
299,995
         
Professional Services (0.15% of Partners’ Capital)
                       
Hired, Inc., Series C Preferred Stock
   
78,280
     
420,364
         
Total Preferred Stocks
           
720,359
     
0.26
%
Total Investments in Securities (Cost $2,051,637)
           
1,929,285
     
0.70
%
 
See accompanying notes to financial statements.
 
7
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Schedule of Investments, continued
June 30, 2017
(Unaudited)
 
   
Shares
   
Fair
Value
   
% of Partners’ Capital
 
Purchase Agreements
                 
Convertible Note Purchase Agreements
                 
United States
                 
Healthcare (0.00% of Partners’ Capital)
                 
Nuclea Biotechnologies, Inc. (4)
       
$
       
Food Technology (0.04% of Partners’ Capital)
                     
Credible, Inc.
           
100,000
       
Total Purchase Agreements (Cost $800,000)
           
100,000
     
0.04
%
Total Investments (Cost $299,232,633)
         
$
304,383,290
     
111.13
%
 
The Master Fund’s total outstanding capital commitments to Investment Funds as of June 30, 2017 were $45,061,708. For certain Investment Funds for which the Master Fund has a capital commitment, the Master Fund may be allocated its pro-rata share of expenses prior to having to fund a capital call for such expenses.
 
All Investment Funds and securities are non-income producing unless noted otherwise.
 

(1)
Income producing investment
(2)
Affiliated investments (See Note 5b)
(3)
Affiliated investments for which ownership exceeds 25% of the Investment Fund's Capital (See Note 5b)
(4)
Security exempt from registration under Rule 144A of the Securities Act of 1933. The Security may be sold in transactions exempt from registration, normally to qualified institutional buyers. (See Note 2i)
 
Total Return Swap Agreements:
 
Underlying Instrument
Counterparty
Maturity
Date
 
Notional
Amount
at Value
   
Unrealized
Gain (Loss)
 
Lyxor Swap
Societe Generale
7/21/2017
 
$
10,796,751
   
$
(610,096
)
 
Credit Default Swap Agreements:
 
Underlying Instrument
Counterparty
Maturity
Date
  Notional
Amount
at Value
   
Unrealized
Gain (Loss)
 
iTraxx Swap
Goldman Sachs
12/20/2021
 
50,000,000
   
$
(1,362,518
)
 
See accompanying notes to financial statements.
 
8
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Statement of Operations
Six Months Ended June 30, 2017
(Unaudited)
 
Investment income:
     
Dividend income (net of foreign tax withholding of $28,658)
 
$
1,203,269
 
Interest income
   
195,667
 
Other Income
   
9,667
 
Total investment income
   
1,408,603
 
Expenses:
       
Investment Management Fees
   
1,420,536
 
Administration fees
   
85,014
 
Professional fees
   
317,963
 
Consulting fees
   
45,001
 
Custodian fees
   
35,917
 
Directors fees
   
58,920
 
Interest expense
   
990,450
 
Other expenses
   
347,146
 
Total expenses
   
3,300,947
 
Net investment loss
   
(1,892,344
)
Net realized and unrealized gain (loss):
       
Net realized gain (loss) from investments and foreign currency translations
   
1,803,214
 
Net realized gain (loss) from swap agreements
   
188,499
 
Change in unrealized appreciation/depreciation
   
4,660,123
 
Net realized and unrealized gain (loss):
   
6,651,836
 
Net increase in partners’ capital resulting from operations
 
$
4,759,492
 
 
See accompanying notes to financial statements.
 
9
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Statements of Changes in Partners’ Capital
Year Ended December 31, 2016 and
Six Months Ended June 30, 2017 (Unaudited)
 
Partners’ capital at December 31, 2015
 
$
315,002,632
 
Contributions
   
3,688,888
 
Withdrawals
   
(31,108,537
)
Net decrease in partners’ capital resulting from operations:
       
Net investment loss
   
(1,744,051
)
Net realized gain from investments and foreign currency translations
   
20,160,842
 
Net realized gain from swap agreements
   
223,621
 
Change in unrealized appreciation/depreciation
   
(21,214,326
)
Net decrease in partners’ capital resulting from operations
   
(2,573,914
)
Partners’ capital at December 31, 2016
 
$
285,009,069
 
Contributions
   
 
Withdrawals
   
(15,862,058
)
Net increase in partners’ capital resulting from operations:
       
Net investment loss
   
(1,892,344
)
Net realized gain from investments and foreign currency translations
   
1,803,214
 
Net realized gain from swap agreements
   
188,499
 
Change in unrealized appreciation/depreciation
   
4,660,123
 
Net increase in partners’ capital resulting from operations
   
4,759,492
 
Partners’ capital at June 30, 2017
 
$
273,906,503
 
 
See accompanying notes to financial statements.
 
10
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Statement of Cash Flows
Six Months Ended June 30, 2017
(Unaudited)
 
Cash flows from operating activities:
     
Net increase in partners’ capital resulting from operations
 
$
4,759,492
 
Adjustments to reconcile net increase in partners’ capital resulting from operations to net cash provided by operating activities:
       
Purchases of investments
   
(20,105,021
)
Proceeds from disposition of investments
   
33,166,361
 
Net realized gain from investments and foreign currency translations
   
(1,803,214
)
Net realized gain from swap agreements
   
(188,499
)
Change in unrealized appreciation/depreciation from investments and foreign currency translations
   
(6,739,048
)
Change in unrealized appreciation/depreciation from swap agreements
   
2,078,925
 
Change in operating assets and liabilities:
       
Deposits at brokers for swaps
   
(1,061,591
)
Interest and dividends receivable
   
(1,983
)
Foreign currency, at value
   
61,714
 
Receivable from investments sold
   
4,478,297
 
Prepaids and other assets
   
(8,840
)
Payable for investments purchased
   
(471,472
)
Investment Management Fees payable
   
(20,155
)
Payable to affiliate
   
359,594
 
Offshore withholding tax payable
   
134,985
 
Administration fees payable
   
12,834
 
Payable to Directors
   
(2,496
)
Accounts payable and accrued expenses
   
(61,139
)
Net cash provided by operating activities
   
14,588,744
 
Cash flows from financing activities:
       
Borrowings on credit facility
   
6,000,000
 
Contributions
   
 
Withdrawals
   
(14,662,058
)
Net cash used in financing activities
   
(8,662,058
)
Effect of exchange rate changes in cash
   
(29,467
)
Net change in cash and cash equivalents
   
5,897,219
 
Cash and cash equivalents at beginning of period
   
7,303,761
 
Cash and cash equivalents at end of period
 
$
13,200,980
 
Supplemental schedule of cash activity:
       
Cash paid for offshore withholding taxes
 
$
120,550
 
Cash paid for interest
   
990,450
 
 
See accompanying notes to financial statements.
 
11
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements
June 30, 2017
(Unaudited)
 
(1)
ORGANIZATION
 
The Salient Private Access Master Fund, L.P. (formerly known as The Endowment 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 seven 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 members of the Board are independent of the General Partner and its management. To the extent permitted by applicable law, the Board may delegate any of its rights, powers and authority to, among others, the officers of the Master Fund, the Adviser, as hereinafter defined, 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.
 
12
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 
(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 with a maturity date at the time of purchase of three months or less to be cash equivalents.
 
(c)
INVESTMENT SECURITIES TRANSACTIONS
 
The Master Fund records investment transactions on a trade-date basis.
 
Investments that are held by the Master Fund, including those that have been sold short, are marked to fair value at the date of the financial statements, and the corresponding change in unrealized appreciation/ depreciation is included in the Statement of Operations.
 
Dividend income is recorded on the ex-dividend date. Other investment fund distributions are recorded based on the detail provided with the distribution notice, as applicable. Realized gains or losses on the disposition of investments are accounted for based on the first in first out method.
 
(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 June 30, 2017.
 
Investments held by the Master Fund are valued as follows:
 
 
INVESTMENT FUNDS—Investments in Investment Funds that do not have a readily determinable fair value are carried at fair value, using the net asset value (the “NAV”) as a practical expedient, as provided to the Administrator by the investment managers of such Investment Funds or the administrators of
 
13
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 
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, 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. In these situations, valuations are typically categorized as Level 1 in the fair value hierarchy. 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. Such fair valued securities are typically categorized as Level 2 in the fair value hierarchy, based upon the inputs used to value the securities.
 
 
DERIVATIVES—Exchange traded futures contracts are valued using quoted final settlement prices from the national exchange on which they are principally traded and are typically categorized as Level 1 in the fair value hierarchy. 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. Such fair valued investments are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based upon the inputs used to value the investments.
 
 
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 and are typically categorized as Level 1 in fair value hierarchy. 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.
 
 
Such fair valued investments are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based upon the inputs used to value the investments.
 
14
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 
 
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. Such fair valued options are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based upon the inputs used to value the investments.
 
 
Non exchange-traded derivatives, such as swap agreements, are valued based on procedures approved by the Board and are typically categorized as Level 2 in the fair value hierarchy. 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.
 
 
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, and are typically categorized as Level 2 in the fair value hierarchy.
 
 
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 and are categorized as Level 1 in the fair value hierarchy. 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. Such fair valued investments are typically categorized as Level 1 or Level 2 in the fair value hierarchy, based upon the inputs used to value the investments.
 
 
Fixed-income securities are valued according to prices as furnished by an independent pricing service or broker/dealer quotes and are typically categorized as Level 2 in the fair value hierarchy. Fixed-income securities maturing within a relatively short time frame may be valued at amortized cost, which approximates market value, and are typically categorized as Level 2 in the fair value hierarchy.
 
 
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. In each of these situations, valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based upon the inputs used to value the investments.
 
(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
 
15
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 
changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and foreign currency translations reported in the accompanying Statement of Operations and Statement of Changes in Partners’ Capital.
 
(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.
 
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.
 
16
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 
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 right 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 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.
 
17
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 
The following is a summary of the fair value of derivative instruments held directly by the Master Fund as of June 30, 2017, and where such derivatives are recorded:
 
 
Assets
   
Liabilities
 
   
Unrealized
Gain on Swap
Agreements
   
Unrealized
Loss on Swap
Agreements
 
Credit Risk Exposure:
           
Swap Agreements
 
$
   
$
1,295,063
 
Premiums paid on open Swap Agreements
 
$
   
$
67,455
 
Total
 
$
   
$
1,362,518
 
                 
Equity Risk Exposure:
               
Swap Agreements
 
$
   
$
610,096
 
 
The following is a summary of the effect of derivative instruments on the Consolidated Statement of Operations for the six months ended June 30, 2017:
 
   
Net Realized
Gain (Loss)
from Derivative
Instruments
   
Change in
Unrealized
Appreciation/
Depreciation
from Derivative
Instruments
 
Credit Risk Exposure:
           
Swap Agreements
 
$
   
$
(1,176,856
)
                 
Equity Risk Exposure:
               
Swap Agreements
 
$
188,499
   
$
(716,408
)
 
As described above, the Master Fund utilized derivative instruments to achieve its investment objective during the six months ended June 30, 2017. 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 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 June 30, 2017, 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. At June 30, 2017, the Master Fund did not hold any derivatives that qualify for netting under the ISDA Master Agreements and therefore were presented on a gross basis in the financial statements.
 
As of June 30, 2017, the Master Fund had one total return swap agreement with Societe Generale as the counterparty with an unrealized loss of $610,096 and one credit default swap agreement with Goldman Sachs as the counterparty with an unrealized loss of $1,362,518 as presented in the Consolidated Statement of Assets, Liabilities, and Partners’ Capital.
 
18
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 
The following is a summary of the average monthly notional value of swap agreements in the Master Fund for the six months ended June 30, 2017, as well as the notional value of swap agreements outstanding as of June 30, 2017:
 
 
Average Monthly
Notional Value
   
Notional Value
Outstanding at
June 30, 2017
 
Credit Default Swap Agreements
 
50,000,000
   
50,000,000
 
Total Return Swap Agreements
 
$
10,689,038
   
$
10,796,751
 
 
(g)
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.
 
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 June 30, 2017, the Master Fund is not considered a commodity pool and continues to rely on the fund of fund no-action relief.
 
(h)
INVESTMENT INCOME
 
For investments in securities, dividend income is recorded on the ex-dividend date, net of withholding taxes. Interest income is recorded as earned on the accrual basis and includes amortization of premiums or accretion of discounts.
 
(i)
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; 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.
 
19
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 
(j)
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 may serve as withholding agent for its offshore feeder funds.
 
For the current open tax years and for all major jurisdictions, management of the Master Fund has evaluated the tax positions taken or expected to be taken in the course of preparing the Master Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained by the Master Fund upon challenge by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold and that would result in a tax benefit or expense to the Master Fund would be recorded as a tax benefit or expense in the current period.
 
For the current open tax years, the Master Fund did not recognize any amounts for unrecognized tax benefit/expense. A reconciliation of unrecognized tax benefit/expense is not provided herein, as the beginning and ending amounts of unrecognized tax benefit/expense are zero, with no interim additions, reductions or settlements. Tax positions taken in tax years which remain open under the statute of limitations (generally three years for federal income tax purposes and four years for state income tax purposes) are subject to examination by federal and state tax jurisdictions.
 
(k)
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.
 
(l)
RESTRICTED SECURITIES
 
The Master Fund may invest a portion or all of the value of its assets in restricted securities and other investments that are illiquid. Restricted securities are securities that may not be sold to the public without an effective registration statement under the Securities Act of 1933 (the “Securities Act”) or, if they are unregistered, may be sold only in a privately negotiated transaction or pursuant to an exemption from registration. These may include restricted securities that can be offered and sold only to “qualified institutional buyers” under Rule 144A of the Securities Act. There is no limit to the percentage of an Investment Fund’s net assets that may be invested in illiquid securities.
 
The restricted securities held at June 30, 2017 are identified below and are also presented in the Master Fund’s Schedule of Investments.
 
Security
 
% of Partners’
Capital
 
Acquisition
Dates
 
Principal
Amount
   
Cost
   
Fair
Value
 
Nuclea Biotechnologies, Inc.*
   
0.0
%
1/5/15
 
$
700,000
   
$
700,000
   
$
 
Total Restricted Securities
   
0.0
%
   
$
700,000
   
$
700,000
   
$
 
 
*
Security has been deemed illiquid by the Adviser based on procedures approved by the Board.
 
20
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 
(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 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 disclosure 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.
 
21
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 
The following is a summary categorization of the Master Fund’s investments based on the level of inputs utilized in determining the value of such investments as of June 30, 2017 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
 
$
   
$
   
$
   
$
   
$
   
$
   
$
33,852,489
   
$
33,852,489
   
$
 
Event-Driven
   
     
     
     
     
     
     
10,928,602
     
10,928,602
     
 
Global Macro and Trading
   
     
     
     
     
     
     
29,262,997
     
29,262,997
     
 
Private Equity
   
     
     
     
     
     
     
130,412,046
     
130,412,046
     
 
Real Estate
   
     
     
     
     
     
     
16,219,087
     
16,219,087
     
 
Relative Value
   
     
     
     
     
     
     
81,044,061
     
81,044,061
     
 
Passive Foreign Investment Companies
 
Energy
   
     
     
     
     
     
     
15,116
     
15,116
     
 
Private Equity
   
     
     
     
     
     
     
169,953
     
169,953
     
 
Relative Value
   
     
     
     
     
     
     
400,993
     
400,993
     
 
Private Corporations
 
Real Estate
   
     
     
     
     
     
     
48,661
     
48,661
     
 
Investment Securities
 
Common Stocks
 
Financials
   
1,208,926
     
     
     
     
     
     
     
1,208,926
     
 
Preferred Stocks
 
Food Technology
   
     
     
     
     
299,995
     
     
     
299,995
     
 
Professional Services
   
     
     
     
     
420,364
     
     
     
420,364
     
 
Convertible Note Purchase Agreement
 
Media
   
     
     
     
     
100,000
     
     
     
100,000
     
 
Derivative Instruments
 
Swap Agreements
   
     
     
     
(1,972,614
)
   
     
     
     
     
(1,972,614
)
Total
 
$
1,208,926
   
$
   
$
   
$
(1,972,614
)
 
$
820,359
   
$
   
$
302,354,005
   
$
304,383,290
   
$
(1,972,614
)
 

^
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.
 
22
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 
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 June 30, 2017:
 
   
Fair Value as of
June 30, 2017
 
Valuation
Technique
 
Unobservable
Input
 
Range of
Unobservable
Input
 
Investments
                 
Investments in Securities
                 
Preferred Stocks
                 
Food Technology
 
$
299,995
 
Most Recent Capitalization
 
Private Financing
   
N/A
 
Professional Services
   
420,364
 
Most Recent Capitalization
 
Private Financing
   
N/A
 
Purchase Agreements
                     
Convertible Note Purchase Agreements
                     
Healthcare
   
 
Market Rate Approach
 
Market Interest Rate
   
14
%
Food Technology
   
100,000
 
Market Rate Approach
 
Market Interest Rate
   
4
%
Total Investments 
 
$
820,359
               
 
The following is a reconciliation of the Level 3 investment held at June 30, 2017 based on the inputs used to determine fair value:
 
   
Balance as of
December 31, 2016
   
Gross
Purchases
   
Gross
Sales
   
Net Realized
Gain (Loss)
   
Change in
Unrealized
Appreciation/
Depreciation
   
Balance as of
June 30, 2017
 
Investments
                                   
Investments in Securities
                                   
Preferred Stocks
                                   
Food Technology
 
$
299,995
   
$
   
$
   
$
   
$
   
$
299,995
 
Professional Services
   
420,364
     
     
     
     
     
420,364
 
Purchase Agreements
                                               
Convertible Note Purchase Agreements
                                               
Healthcare
   
     
     
     
     
     
 
Food Technology
   
100,000
     
     
     
     
     
100,000
 
Total Investments 
 
$
820,359
   
$
   
$
   
$
   
$
   
$
820,359
 
 
The change in unrealized appreciation/depreciation from Level 3 investments held at June 30, 2017 is $0.
 
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
 
23
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 
sold at a value significantly different than the reported NAV. If the practical expedient NAV is not as of the reporting entity’s measurement date, then the NAV is adjusted to reflect any significant events that would materially affect the value of the investment and the NAV of the Master Fund as of the valuation date.
 
Certain Investment Funds in which the Master Fund invests have limitations on liquidity which may result in limitations on redemptions including, but not limited to, early redemption fees. Other than Investment Funds that are self-liquidating, such as Private Equity and some Energy, Natural Resources and Real Estate Funds, the Investment Funds in which the Master Fund invests have withdrawal rights ranging from monthly to annually, after a notice 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 June 30, 2017, that qualify for this valuation approach is shown in the table below.
 
Investment Category
Investment Strategy
 
Fair Value
(in 000s)
   
Unfunded Commitments (in 000s)
   
Remaining
Life*
   
Redemption Frequency*
   
Notice
Period
(in Days)*
 
Redemption Restrictions
and Terms*
Energy (a)
Private investments in securities issued by companies in the energy and natural resources sectors.
 
$
33,868
   
$
7,610
   
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.
   
10,928
     
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.
   
29,263
     
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.
   
130,582
     
32,176
   
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.
   
16,268
     
5,276
   
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.
   
81,445
     
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
      
$
302,354
   
$
45,062
                          
 
24
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 

*
The information summarized in the table above represents the general terms for the specified asset class. Individual Investment Funds may have terms that are more or less restrictive than those terms indicated for the asset class as a whole. In addition, most Investment Funds have the flexibility, as provided for in their constituent documents, to modify and waive such terms.
(a)
This category includes Investment Funds that invest primarily in privately issued securities by companies in the energy and natural resources sectors and private investments in energy-related assets or companies. The Investment Funds include private funds and private partnerships with private investments in their portfolios.
(b)
This category includes Investment Funds that invest primarily in the following securities: common stock, preferred stock, and many types of debt. Events include mergers, acquisitions, restructurings, spin-offs, and litigation.
(c)
This category includes 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.
 
25
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 
The following is a summary of the fair value as percentage of partners’ capital, and liquidity provisions for Investment Funds constituting greater than 5% of the Master Fund’s partners’ capital as of June 30, 2017:
 
Limited
Partnerships,
Exempted
Partnerships
and Limited
Liability
Companies
Fair Value
as % of
Partners’
Capital
Investment
Strategy
Valuation Policy for
Leveraged Investment
Redemption
Frequency
Redemption
Restrictions
and Terms
Citadel Wellington LLC
7.64%
Citadel Wellington LLC seeks to achieve consistently high risk-adjusted rates of return in connection with the strategies employed. Citadel Advisors LLC generally employs, for the benefit of Citadel Wellington LLC, complex proprietary investment strategies, based on quantitative analysis as well as fundamental research, taking both long and short positions in a broad range of investment instruments, including securities, options, futures, currencies, derivatives and other assets.
The initial pricing of the investment portfolio is the responsibility of the fund's investment team. The guidelines, policies and practices for pricing each instrument type are firmly established. These in-house values are then verified with the fund's administrator. Daily and monthly P&L reporting, price verification, and the responsibility for maintaining these procedures and approving any changes in practices is done independently. In addition, independent price verifications are performed each month and all significant variances are analyzed.
Quarterly
5% fund level gate subject to quarterly withdrawal allowances
 
26
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 
Limited
Partnerships,
Exempted
Partnerships
and Limited
Liability
Companies
Fair Value
as % of
Partners’
Capital
Investment
Strategy
Valuation Policy for
Leveraged Investment
Redemption
Frequency
Redemption
Restrictions
and Terms
Millenium USA LP
10.14%
Millenium USA, LP invests a substantial portion of its capital in Millenium 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.
The NAV is produced on a monthly basis after performing certain checks on valuation and reconciliation information received from management. Security positions and cash balances are reconciled with the Master Fund’s records based on confirmations or statements that are independently received from prime brokers and other financial institutions that hold assets of Millennium USA and the Master fund. When prices are outside of preset tolerance levels, valuations are discussed with Millennium’s operations staff. Prices will be changed if a more reliable price can be obtained. Independent monthly risk reports as well as an operational review focusing on manager organization, fund structure, back office, valuation and independent oversight are also provided for Millennium. Millennium’s internal audit function is co-sourced/ outsourced to an independent registered public accounting firm. Twice a year, an independent portfolio valuation on certain illiquid securities is also performed.
Quarterly
Subject to a 25% investor level gate; 12 month soft lock with 4% early redemption fee.
 
(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,
 
27
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 
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 June 30, 2017 the Master Fund held investments in Investment Funds and securities. The agreements related to investments in Investment Funds provide for compensation to the Investment Funds’ managers/general partners or advisers in the form of management fees. In addition, many Investment Funds also provide for performance incentive fees/allocations of an Investment Fund’s net profits. These management fees and incentive fees are in addition to the management fees charged by the Master Fund.
 
For the six months ended June 30, 2017, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were $20,105,021 and $18,182,617 respectively.
 
The cost of the Master Fund’s underlying investments for Federal income tax purposes is adjusted for items of taxable income allocated to the Master Fund from such investments. The allocated taxable income is generally reported to the Master Fund by its underlying investments on Schedules K-1, Forms 1099 or PFIC statements, or a combination thereof.
 
The underlying investments generally do not provide the Master Fund with tax reporting information until well after year end, and as a result, the Master Fund is unable to calculate the year end tax cost of its investments until such time. The Master Fund’s book cost as of June 30, 2017, was $299,232,633 resulting in accumulated net unrealized appreciation of $5,150,657 consisting of $64,213,894 in gross unrealized appreciation and $59,063,237 in gross unrealized depreciation.
 
28

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 
(b)
AFFILIATED INVESTMENT FUNDS
 
At June 30, 2017, the Master Fund’s investments in certain Investment Funds were deemed to be investments in affiliated issuers under the 1940 Act, primarily because the Master Fund owns 5% or more of the Investment Funds’ total net assets. 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 the six months ended June 30, 2017) is shown below:
 
Investment Funds
 
Shares
12/31/2016
   
Shares
6/30/2017
   
Fair Value
12/31/2016
   
Cost of
Purchases
   
Proceeds
from Sales*
   
Realized Gain
(Loss) on Investments
   
Change in
Unrealized Appreciation/
Depreciation
   
Fair Value
6/30/2017
   
Interest/ Dividend Income
 
CIFC SSC Loan Fund, L.P.
             
$
16,004,531
         
$
(5,000,000
)
       
$
254,062
   
$
11,258,593
   
$
 
Credit Distressed Blue Line Fund, L.P.
               
1,813,374
   
$
     
   
$
     
(53,971
)
   
1,759,403
     
 
D.E. Shaw Heliant Fund, LLC
               
10,944,154
     
     
     
     
(602,119
)
   
10,342,035
     
 
Harbinger Capital Partners Fund I, L.P.
               
3,375,696
     
     
     
     
63,006
     
3,438,702
     
 
Harbinger Class LS Holdings I
(U.S.) Trust
   
592
     
592
     
1,083,086
     
     
     
     
(296,473
)
   
786,613
     
 
Middle East North Africa
Opportunities Fund, L.P.
   
728
     
728
     
56,170
     
     
     
     
(1,172
)
   
54,998
     
 
Napier Park IG Muni
First Loss Fund, LP
                   
3,250,000
     
     
(134,427
)
   
     
134,427
     
3,250,000
     
 
ORBIS Real Estate Fund I
                   
2,116,097
     
9,749
     
(9,749
)
   
     
(315,667
)
   
1,800,430
     
 
PIPE Equity Partners, LLC
                   
670,812
     
     
     
     
(172,160
)
   
498,652
     
 
PIPE Select Fund, LLC
                   
2,478,296
     
     
     
     
(795,306
)
   
1,682,990
     
 
                   
$
41,792,216
   
$
9,749
   
$
(5,144,176
)
 
$
   
$
(1,785,373
)
 
$
34,872,416
   
$
 
 

*
Sales include return of capital
 
(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 six months ended June 30, 2017, was $85,014.
 
29
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 
(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 six months ended June 30, 2017, $1,420,536 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 June 30, 2017, the two largest non-affiliated sub-placement agents service approximately 52.31% 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, 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 October 29, 2014. The terms of the Credit Agreement provide a $60,000,000 secured revolving credit facility.
 
Borrowings under the Credit Agreement are secured by the Master Fund’s investments. The Credit Agreement provides for 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 London Interbank Offered Rate (LIBOR) plus 2.24% per annum as defined in the Credit Agreement. The average principal balance and weighted average interest rate for the six months ended June 30, 2017, was approximately $37,988,950 and 3.35% respectively. At June 30, 2017, the principal balance outstanding was $42,000,000 at an interest rate of 3.44%. The Credit Agreement expires on October 29, 2018.
 
30
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Notes to Financial Statements, continued
June 30, 2017
(Unaudited)
 
(10)
FINANCIAL HIGHLIGHTS
 
   
Six Months
Ended
June 30,
2017
   
Year Ended
December 31,
2016
   
Year Ended
December 31,
2015
   
Year Ended
December 31,
2014
   
Year Ended
December 31,
2013
   
Year Ended
December 31,
2012
 
Net investment loss to average partners’ capital(1)
   
(1.36
)%
   
(0.59
)%
   
(0.30
)%
   
(1.79
)%
   
(0.74
)%
   
(0.81
)%
Expenses to average partners’ capital(1),(2)
   
2.36
%
   
1.73
%
   
1.67
%
   
2.68
%
   
1.37
%
   
1.49
%
Portfolio turnover
   
5.94
%
   
16.94
%
   
12.52
%
   
16.96
%
   
16.95
%
   
20.88
%
Total return(3)
   
1.69
%
   
(0.73
)%
   
2.94
%
   
6.43
%
   
4.67
%
   
2.50
%
Partners’ capital, end of period (000s)
 
$
273,907
   
$
285,009
   
$
315,003
   
$
319,160
   
$
2,064,041
   
$
3,071,734
 
 
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. Expenses include U.S. offshore withholding tax, which is only allocable to investors investing through the offshore feeder funds.
(3)
Calculated as geometrically linked monthly returns for each month in the period.
 
(11)
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 $6,900,000 be made for the quarter ending September 30, 2017 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 an August 31, 2017 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 $78 million in gross redemptions, 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 June 30, 2017.
 
31
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Supplemental Information
June 30, 2017
(Unaudited)
 
Directors and Officers
 
The Master Fund’s operations are managed under the direction and oversight of the Board. Each Director serves for an indefinite term or until he or she reaches mandatory retirement, if any, as established by the Board. The Board appoints the officers of the Master Fund who are responsible for the Master Fund’s day-to-day business decisions based on policies set by the Board. The officers serve at the pleasure of the Board.
 
Compensation for Directors
 
The 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, a fee of $1,000 per informal Board meeting, a fee of $500 per telephonic Board meeting, an annual fee of $833 for each Compliance committee member and $625 for each Audit and Valuation committee member, an annual fee of $5,000 for the valuation committee chairman and $3,000 for each other committee chair, each of which is paid quarterly, and an annual fee of $5,000, paid quarterly, to the Lead Independent Director. There are currently six Independent Directors. In the interest of retaining Independent Directors of the highest quality, the Board intends to periodically review such compensation and may modify it as the Board deems appropriate.
 
Allocation of Investments
 
The following chart indicates the allocation of investments among the asset classes in the Master Fund as of June 30, 2017.
 
Asset Class(1)
 
Fair Value
   
%
 
Energy
 
$
33,867,605
     
11.13
 
Event-Driven
   
10,928,602
     
3.59
 
Financials
   
1,208,926
     
0.40
 
Food Technology
   
399,995
     
0.13
 
Global Macro and Trading
   
29,262,997
     
9.61
 
Private Equity
   
130,581,999
     
42.90
 
Professional Services
   
420,364
     
0.14
 
Real Estate
   
16,267,748
     
5.34
 
Relative Value
   
81,445,054
     
26.76
 
Total Investments
 
$
304,383,290
     
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.
 
32
 

SALIENT PRIVATE ACCESS MASTER FUND, L.P.
(A Limited Partnership)
 
Supplemental Information, continued
June 30, 2017
(Unaudited)
 
Form N-Q Filings
 
The Master Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Master Fund’s Form N-Q is available on the Securities and Exchange Commission website at http://www.sec.gov. The Master Fund’s Form N-Q may be reviewed and copied at the Securities and Exchange Commission Public Reference Room in Washington, DC and information regarding operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
 
Proxy Voting Policies
 
A description of the policies and procedures that the Master Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling 1-800-725-9456; and (ii) on the Securities and Exchange Commission website at http://www.sec.gov.
 
Information regarding how the Master Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request, by calling 1-800-725-9456; and (ii) on the Securities and Exchange Commission website at http://www.sec.gov.
 
Additional Information
 
The Master Fund’s private placement memorandum (the “PPM”) includes additional information about Directors of the Master Fund. The PPM is available, without charge, upon request by calling 1-800-725-9456.
 
33

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, sub-advisers, servicing agent, independent administrator, custodian, legal counsel, accountant and auditor. We do not disclose any nonpublic information about our current or former investors to nonaffiliated third parties, except as required or permitted by law. We restrict access to investor nonpublic personal information to those persons who require such information to provide products or services to investors. We maintain physical, electronic and procedural safeguards that comply with federal standards to guard investors’ nonpublic personal information.
 
If an investor’s investment relationship with the Master Fund involves a financial intermediary, including, but not limited to, a broker-dealer, bank or trust company, the privacy policy of such investor’s financial intermediary would govern how any nonpublic personal information would be shared by them with nonaffiliated third parties.
 
34

 

 

 

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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.
 
Not applicable.
 
Item 3. Audit Committee Financial Expert.
 
Not applicable.
 
Item 4. Principal Accountant Fees and Services.
 
Not applicable.
 
Item 5. Audit Committee of Listed Registrants.
 
Not applicable.
Item 6. Investments.
 
(a) Schedule of Investments as of the close of the reporting period is included in the report to the shareholders filed under item 1 of this form.
 
(b) Not applicable.
 
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
 
Not applicable.
 
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
 
Not applicable.
 
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
 
Not applicable.
 
Item 10. Submission of Matters to a Vote of Security Holders.
 
Not applicable.
 
Item 11. Controls and Procedures.
 
The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is (i) accumulated and communicated to the investment company’s management, including its certifying officers, to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
 
There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
 

Item 12. Exhibits.
 
(a)(1) Not applicable.
 
(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.
 
(a)(3) Not applicable.
 
(a)(4) Not applicable.
 
(b) Certifications pursuant to Rule 30a-2(b) are furnished herewith.
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
(Registrant)
Salient Private Access Registered Fund, L.P.
 
  
 
 
By (Signature and Title)
/s/ John A. Blaisdell
 
  
John A. Blaisdell
 
  
Principal Executive Officer
 
  
 
 
Date:
August 29, 2017 
 
 
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:
August 29, 2017 
 
 
By (Signature and Title)
/s/ John E. Price
 
 
John E. Price
 
 
Interim Principal Financial Officer
 
 
 
 
Date:
August 29, 2017