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 811-22367
Cypress Creek Private Strategies Institutional Fund, L.P.
(Exact name of registrant as specified in charter)
712 W. 34th Street, Suite 201, Austin, TX 78705
(Address of principal executive offices) (Zip code)
With a copy to: | ||
William P. Prather III | George J. Zornada | |
Cypress Creek Private Strategies Institutional | K & L Gates LLP | |
Fund, L.P. | ||
712 W. 34th Street, Suite 201 | State Street Financial Center | |
Austin, TX 78705 | One Lincoln St. | |
(Name and address of agent for service) | Boston, MA 02111-2950 | |
(617) 261-3231 |
Registrant’s telephone number, including area code: (512) 660-5146
Date of fiscal year end: 3/31/22
Date of reporting period: 3/31/22
Item 1. Reports to Stockholders.
(a)
TABLE OF CONTENTS
Cypress Creek Private Strategies Institutional Fund, L.P. |
|
Management Discussion of Fund Performance (Unaudited) |
1 |
Report of Independent Registered Public Accounting Firm |
13 |
Statement of Assets, Liabilities and Partners’ Capital |
14 |
Statement of Operations |
15 |
Statements of Changes in Partners’ Capital |
16 |
Statement of Cash Flows |
17 |
Notes to Financial Statements |
18 |
Supplemental Information (Unaudited) |
29 |
Privacy Policy (Unaudited) |
33 |
Cypress Creek Private Strategies Master Fund, L.P. |
|
Management Discussion of Fund Performance (Unaudited) |
37 |
Report of Independent Registered Public Accounting Firm |
50 |
Statement of Assets, Liabilities and Partners’ Capital |
51 |
Schedule of Investments |
52 |
Statement of Operations |
61 |
Statements of Changes in Partners’ Capital |
62 |
Statement of Cash Flows |
63 |
Notes to Financial Statements |
64 |
Supplemental Information (Unaudited) |
83 |
Privacy Policy (Unaudited) |
87 |
1
2
3
4
5
6
7
8
9
10
11
12
Report of Independent Registered Public Accounting Firm
To the Partners and the Board of Directors of
Cypress Creek Private Strategies Institutional Fund, L.P.
Opinion on the Financial Statements
We have audited the accompanying statement of assets, liabilities and partners’ capital of Cypress Creek Private Strategies Institutional Fund, L.P. (the Fund) as of March 31, 2022, the related statements of operations, changes in partners’ capital and cash flows for the period from January 1, 2022 to March 31, 2022 and for the year ended December 31, 2021, and the related notes to the financial statements (collectively, the financial statements), and the financial highlights for the period from January 1, 2022 to March 31, 2022 and for the year ended December 31, 2021. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of March 31, 2022, the results of its operations, changes in partners’ capital and its cash flows and financial highlights for the period from January 1, 2022 to March 31, 2022 and for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
The statement of changes in partners’ capital for the year ended December 31, 2020, and the financial highlights for the years ended December 31, 2020, December 31, 2019, December 31, 2018, and December 31, 2017, for the Fund were audited by other auditors. Those auditors expressed an unqualified opinion on those financial statements and financial highlights in their report dated February 26, 2021.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ RSM US LLP
We have served as the auditor of one or more Cypress Creek Partners investment companies since 2021.
Chicago, Illinois
May 30, 2022
13
Cypress Creek Private Strategies Institutional Fund, L.P.
(A Limited Partnership)
Statement of Assets, Liabilities and Partners’ Capital
March 31, 2022
Assets |
||||
Investment in the Master Fund, at fair value |
$ | 2,417,826 | ||
Receivable from the Master Fund |
92,823 | |||
Total assets |
2,510,649 | |||
Liabilities and Partners’ Capital |
||||
Withdrawals payable |
92,823 | |||
Servicing Fees payable |
717 | |||
Accounts payable and accrued expenses |
77,815 | |||
Total liabilities |
171,355 | |||
Partners’ capital |
2,339,294 | |||
Total liabilities and partners’ capital |
$ | 2,510,649 |
See accompanying notes to financial statements.
14
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Statement of Operations
Period Ended |
Year Ended |
|||||||
Net investment loss allocated from the Master Fund: |
||||||||
Dividend income (net of foreign tax withholding of $428 and $814, respectively) |
$ | 366 | $ | 12,778 | ||||
Interest income |
1,771 | 20,625 | ||||||
Expenses |
(10,054 | ) | (101,245 | ) | ||||
Net investment loss allocated from the Master Fund |
(7,917 | ) | (67,842 | ) | ||||
Expenses of the Institutional Fund: |
||||||||
Servicing Fees |
2,137 | 20,484 | ||||||
Professional fees |
12,574 | 50,488 | ||||||
Other expenses |
3,486 | 20,203 | ||||||
Total expenses of the Institutional Fund |
18,197 | 91,175 | ||||||
Net investment loss of the Institutional Fund |
(26,114 | ) | (159,017 | ) | ||||
Net realized and unrealized gain (loss) from investments allocated from the Master Fund: |
||||||||
Net realized gain (loss) from investments |
(34,678 | ) | 540,228 | |||||
Change in unrealized appreciation/depreciation from investments |
56,470 | 41,059 | ||||||
Net realized and unrealized gain (loss) from investments allocated from the Master Fund |
21,792 | 581,287 | ||||||
Net increase/(decrease) in partners’ capital resulting from operations |
$ | (4,322 | ) | $ | 422,270 |
* |
The Fund has changed its fiscal year end from December 31 to March 31. This period represents the three-month period from January 1, 2022 to March 31, 2022. |
See accompanying notes to financial statements.
15
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Statements of Changes in Partners’ Capital
Years Ended December 31, 2020, December 31, 2021 and Period Ended March 31, 2022*
Partners’ capital at December 31, 2019 |
$ | 6,813,699 | ||
Withdrawals |
(638,152 | ) | ||
Net increase in partners’ capital resulting from operations: |
||||
Net investment loss |
(172,912 | ) | ||
Net realized gain from investments |
249,331 | |||
Change in unrealized appreciation/depreciation from investments |
528,819 | |||
Net increase in partners’ capital resulting from operations |
605,238 | |||
Partners’ capital at December 31, 2020 |
$ | 6,780,785 | ||
Withdrawals |
(3,629,357 | ) | ||
Transfer of interests to Cypress Creek Private Strategies Offshore Fund, L.P. |
(301,146 | ) | ||
Transfer of interests to Cypress Creek Private Strategies Onshore Fund, L.P. |
(836,113 | ) | ||
Net increase in partners’ capital resulting from operations: |
||||
Net investment loss |
(159,017 | ) | ||
Net realized gain from investments |
540,228 | |||
Change in unrealized appreciation/depreciation from investments |
41,059 | |||
Net increase in partners’ capital resulting from operations |
422,270 | |||
Partners’ capital at December 31, 2021 |
$ | 2,436,439 | ||
Withdrawals |
(92,823 | ) | ||
Net decrease in partners’ capital resulting from operations: |
||||
Net investment loss |
(26,114 | ) | ||
Net realized loss from investments |
(34,678 | ) | ||
Change in unrealized appreciation/depreciation from investments |
56,470 | |||
Net decrease in partners’ capital resulting from operations |
(4,322 | ) | ||
Partners’ capital at March 31, 2022 |
$ | 2,339,294 |
* |
The Fund has changed its fiscal year end from December 31 to March 31. This period represents the three-month period from January 1, 2022 to March 31, 2022. |
See accompanying notes to financial statements.
16
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Statement of Cash Flows
Period Ended |
Year Ended |
|||||||
Cash flows from operating activities: |
||||||||
Net increase/(decrease) in partners’ capital resulting from operations |
$ | (4,322 | ) | $ | 422,270 | |||
Adjustments to reconcile net increase/(decrease) 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 |
(21,792 | ) | (581,287 | ) | ||||
Net investment loss allocated from the Master Fund |
7,917 | 67,842 | ||||||
Withdrawals from the Master Fund |
98,860 | 3,719,774 | ||||||
Change in operating assets and liabilities: |
||||||||
Receivable from the Master Fund |
(92,823 | ) | 154,200 | |||||
Servicing Fees payable |
8 | (4,914 | ) | |||||
Accounts payable and accrued expenses |
12,152 | 5,848 | ||||||
Net cash provided by operating activities |
— | 3,783,733 | ||||||
Cash flows from financing activities: |
||||||||
Withdrawals, net of change in withdrawals payable |
— | (3,783,733 | ) | |||||
Net cash used in financing activities |
— | (3,783,733 | ) | |||||
Net change in cash and cash equivalents |
— | — | ||||||
Cash and cash equivalents at beginning of period |
— | — | ||||||
Cash and cash equivalents at end of period |
$ | — | $ | — | ||||
Supplemental schedule of noncash activity: |
||||||||
Transfer of interests to Cypress Creek Private Strategies Offshore Fund, L.P. |
$ | $ | (301,146 | ) | ||||
Transfer of interests to Cypress Creek Private Strategies Onshore Fund, L.P. |
(836,113 | ) |
* |
The Fund has changed its fiscal year end from December 31 to March 31. This period represents the three-month period from January 1, 2022 to March 31, 2022. |
See accompanying notes to financial statements.
17
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements
March 31, 2022
(1) |
ORGANIZATION |
The Cypress Creek Private Strategies Institutional Fund, L.P. (the “Institutional Fund”), formerly known as Salient Private Access Institutional Fund, L.P., a Delaware limited partnership registered under the Investment Company Act of 1940, as amended (the “1940 Act”), commenced operations on February 1, 2010, as a non-diversified, closed-end management investment company. The Institutional Fund was created to serve as a feeder fund for the Cypress Creek Private Strategies Master Fund, L.P. (the “Master Fund”), formerly known as Salient Private Access Master Fund, L.P.. For convenience, reference to the Institutional Fund may include the Master Fund, as the context requires.
The Institutional 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 Institutional Fund pursues its investment objective by investing substantially all of its assets in the Master Fund, which invests its assets in primary and secondary subscriptions or commitments to private partnerships managed by Investment Managers as well as Direct Platforms (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 Institutional Fund on March 31, 2022, was 1.09%.
The Endowment Fund GP, L.P., a Delaware limited partnership, serves as the general partner of the Institutional 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 Institutional Fund, including the complete and exclusive authority to oversee and establish policies regarding the management, conduct, and operation of the Institutional Fund’s business. A majority of the Directors are independent of the General Partner and its management. To the extent permitted by applicable law, the Board may delegate any of its rights, powers and authority to, among others, the officers of the Institutional Fund, the Adviser (as hereinafter defined), or any committee of the Board.
The Board is authorized to engage an investment adviser and it has selected Endowment Advisers, L.P. d/b/a Cypress Creek Partners (the “Adviser”), to manage the Institutional 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 Institutional 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 Institutional Fund (the “Servicing Agent”) and as such provides or procures investor services and administrative assistance for the Institutional 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 Institutional Fund’s organizational documents, the Institutional Fund’s officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the Institutional Fund. In the normal course of business, the Institutional Fund enters into contracts with service providers, which also provide for indemnifications by the Institutional Fund. The Institutional Fund’s maximum exposure under these arrangements is unknown, as this would involve any future potential claims that may be made against the Institutional Fund. However, based on experience, the General Partner expects that risk of loss to be remote.
Effective January 1, 2022, the fiscal year end for the Institutional Fund has been changed from December 31st to March 31st as approved by the Board by unanimous written consent in late-October 2021.
18
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
(2) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES |
(a) |
BASIS OF ACCOUNTING |
The accounting and reporting policies of the Institutional Fund conform with U.S. generally accepted accounting principles (“U.S. GAAP”). The accompanying financial statements reflect the financial position of the Institutional Fund and the results of its operations. The Institutional Fund is an investment company and follows the investment company accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “Financial Services-Investment Companies.”
(b) |
CASH EQUIVALENTS |
The Institutional 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 Institutional 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 Institutional Fund records investment transactions on a trade-date basis.
Investments that are held by the Institutional 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 Institutional Fund’s investments is determined as of the close of business at the end of each reporting period, generally monthly. The valuation of the Institutional Fund’s investments is calculated by UMB Fund Services, Inc., the Institutional Fund’s independent administrator (the “Administrator”).
The Board is responsible for overseeing the Institutional 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 delegated day-to-day management of the valuation process to the Adviser, which has established a valuation committee (the “Adviser Valuation Committee”) to carry out this function. The Adviser Valuation Committee’s function, subject to the oversight of 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 Institutional Fund invests substantially all of its assets in the Master Fund. Investments in the Master Fund are recorded at fair value based on the Institutional 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 elsewhere 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.
19
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
(f) |
FUND EXPENSES |
Unless otherwise voluntarily or contractually assumed by the Adviser or another party, the Institutional Fund bears all expenses incurred in its business, directly or indirectly through its investment in the Master Fund, including, but not limited to, the following: all costs and expenses related to investment transactions and positions for the Institutional Fund’s account; legal fees; compliance fees; accounting, auditing and tax preparation fees; recordkeeping and custodial fees; costs of computing the Institutional 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; and other types of expenses as may be approved from time to time by the Board.
(g) |
INCOME TAXES |
The Institutional 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 Institutional 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 Institutional Fund has evaluated the tax positions taken or expected to be taken in the course of preparing the Institutional Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained by the Institutional 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 Institutional Fund would be recorded as a tax benefit or expense in the current period. For the period ended March 31, 2022, the Institutional 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 Institutional Fund records its investment in the Master Fund at fair value. Investments of the Master Fund are recorded at fair value as more fully discussed in the Master Fund’s notes to financial statements, included elsewhere in this report.
20
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
(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 Institutional Fund will issue new Interests. The Interests have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state. The Institutional 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 Institutional 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 Institutional Fund’s limited partnership agreement. The Institutional 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 Institutional 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 Institutional 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 Institutional Fund repurchase all or any portion of an Interest at the partner’s discretion at any time. The Adviser, which also serves as the investment adviser of the Master Fund, generally recommends to the Board that the Institutional Fund offer to repurchase such Interests during the period, pursuant to written tenders by partners.
During the year ended December 31, 2021, the Institutional Fund completed the following two tender offers to repurchase Interests in the Institutional Fund. The Board approved the tender offer to repurchase 2.5% of outstanding Interests in the Institutional Fund as recommended by the Adviser. This tender offer began on February 2, 2021, and was based on the estimated net asset value as of March 31, 2021. The Board approved the tender offer to repurchase Interests in the Institutional Fund as recommended by the Adviser. This tender offer began on August 13, 2021, and was to be executed at the same purchase price as was being offered by unaffiliated third parties (via multiple commingled investment vehicles) in connection with its proposed purchase of Master Fund interests from the Institutional Fund based on a discount to the estimated net asset value as of September 30, 2021. Following the completion of the tender offer, the general partner of the unaffiliated commingled investment vehicles resigned and the Adviser was named the new general partner for each of the entities.
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 Institutional Fund’s assets are invested in the Master Fund, the ability of the Institutional 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 Institutional Fund’s repurchase policy as any tender offer by the Master Fund is subject to the sole discretion of the Board. In addition, the Institutional Fund may determine not to conduct a repurchase
21
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
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 Institutional Fund.
At the February 3, 2022 Board Meeting, the Board approved the Institutional Fund’s ability to complete a mandatory repurchase of accounts of limited partners who will not meet the Institutional Fund’s eligibility requirements subsequent to April 1, 2022 (the “Mandatory Repurchase”). The Institutional Fund completed the Mandatory Repurchase to repurchase approximately 0.041% of outstanding Interests in the Institutional Fund as of March 31, 2022.
(5) |
INVESTMENTS IN PORTFOLIO SECURITIES |
As of March 31, 2022, all of the investments made by the Institutional 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 Institutional 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 Institutional Fund’s risk of loss in these Investment Funds is limited to the Institutional Fund’s pro rata share of the value of its investment 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 Institutional Fund and the Master Fund with compliance, transfer agency, and other investor related services at an additional cost.
The fees for Institutional 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 Institutional Fund.
22
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
(8) |
RELATED PARTY TRANSACTIONS |
(a) |
MANAGEMENT FEE |
In consideration of the advisory and other services provided by the Adviser to the Master Fund and the Institutional Fund, the Master Fund pays the Adviser a management fee (the “Management Fee”). The Management Fee is equal to the fee schedule shown below on an annualized basis of the Master Fund’s partners’ capital based on the Master Fund’s partners’ capital at the end of each month, payable quarterly in arrears:
Partners’ Capital: |
Management Fee |
First $150 million |
1.00% |
Next $250 million (up to $400 million) |
0.90% |
Next $300 million (up to $700 million) |
0.80% |
Next $300 million (up to $1,000 million) |
0.70% |
Next $250 million (up to $1,500 million) |
0.60% |
Amounts in excess of $1,500 million |
0.50% |
So long as the Institutional Fund invests all of its investable assets in the Master Fund, the Institutional Fund will not pay the Adviser directly any Management Fee; however, should the Institutional Fund not have all of its investments in the Master Fund, it may be charged the Management Fee directly. The Institutional Fund’s partners bear an indirect portion of the Management Fee paid by the Master Fund. The Management Fee decreases the net profits or increases the net losses of the Master Fund and indirectly the Institutional 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 Institutional Fund, the Adviser receives a servicing fee (the “Servicing Fee”) equal to 0.35% (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 period ended March 31, 2022, $2,137 was incurred for Servicing Fees, $717 was outstanding as a payable at March 31, 2022.
(c) |
PLACEMENT AGENTS |
The Institutional Fund may engage one or more placement agents (each, a “Placement Agent”) to solicit investments in the Institutional Fund. Foreside Financial Services, LLC, a broker-dealer, is engaged by the Institutional 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.
23
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
(9) |
FINANCIAL HIGHLIGHTS |
Period Ended |
Year |
Year |
Year |
Year |
Year |
|||||||||||||||||||
Net investment loss to average partners’ capital (1) |
(4.41 | )% | (2.93 | )% | (2.72 | )% | (2.19 | )% | (1.96 | )% | (2.62 | )% | ||||||||||||
Expenses to average partners’ capital (1) |
4.77 | % | 3.55 | % | 3.35 | % | 3.53 | % | 3.48 | % | 3.50 | % | ||||||||||||
Portfolio turnover (2) |
1.25 | % | 29.70 | % | 7.58 | % | 9.16 | % | 17.39 | % | 11.07 | % | ||||||||||||
Total return (3) |
(0.18 | )% | 6.02 | % | 9.90 | % | 1.90 | % | (0.55 | )% | 4.62 | % | ||||||||||||
Partners’ capital, end of period (000s) |
$ | 2,339 | $ | 2,436 | $ | 6,781 | $ | 6,814 | $ | 7,400 | $ | 8,237 |
An investor’s return (and operating ratios) may vary from those reflected based on the timing of capital transactions.
* |
The Institutional Fund has changed its fiscal year end from December 31 to March 31. This period represents the 3-month period from January 1, 2022 to March 31, 2022. |
(1) |
Ratios are calculated by dividing the indicated amount by average partners’ capital measured at the end of each month during the period. Ratios include allocations of net investment loss and expenses from the Master Fund. Ratios are annualized for periods less than 12 months. |
(2) |
The Institutional 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) |
The total return of the Institutional Fund is calculated as geometrically linked monthly returns for each month in the period, not annualized for periods less than 12 months. |
(10) |
INVESTMENT-RELATED RISKS |
All securities investing and trading activities risk the loss of capital. No assurance can be given that the Master Fund’s or any Investment Fund’s investment activities will be successful or that the Partners will not suffer losses.
In general, these principal risks exist whether the investment is made by an Investment Fund or held by the Master Fund directly and therefore for convenience purposes, the description of such risks in terms of an Investment Fund is intended to include the same risks for investments made directly by the Master Fund. It is possible that an Investment Fund (or the Master Fund) will make (or hold) an investment that is not described below, and any such investment will be subject to its own particular risks. For purposes of this discussion, references to the activities of the Investment Funds should generally be interpreted to include the activities of an Investment Manager. The risks and considerations described below are intended to reflect the Master Fund’s anticipated holdings.
(a) |
SECONDARY INVESTMENT RISK |
The overall performance of the Master Fund’s secondary investments will depend in large part on the acquisition price paid, which may be negotiated based on incomplete or imperfect information. Certain secondary investments may be purchased as a portfolio, and in such cases the Master Fund may not be able to exclude from such purchases those investments that the Adviser considers (for commercial, tax, legal or other reasons) less attractive. Where the Master Fund acquires an interest as a secondary investment, the Fund will generally not have the ability to modify or amend
24
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
such Investment’s constituent documents (e.g., limited partnership agreements) or otherwise negotiate the economic terms of the interests being acquired. In addition, the costs and resources required to investigate the commercial, tax and legal issues relating to secondary investments may be greater than those relating to primary investments.
(b) |
SECONDARY INVESTMENTS INVOLVING SYNDICATES RISK |
The Master Fund may acquire secondary investments as a member of a purchasing syndicate, in which case the Master Fund may be exposed to additional risks including (among other things): (i) counterparty risk or the risk that a syndicate member will not perform its contractual obligations, (ii) reputation risk or the risk that the Master Fund may suffer damage to its reputation), (iii) breach of confidentiality by a syndicate member and (iv) execution risk or the risk of financial loss if a transaction is not executed appropriately.
(c) |
HIGHLY VOLATILE MARKETS RISK |
The prices of an Investment Fund’s underlying investments, and therefore the (“NAV”) of the Fund’s interests, can be highly volatile. Price movements of forward contracts, futures contracts, and other derivative contracts in which an investment or the Master Fund may invest are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies, financial instruments and interest rate-related futures and options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Moreover, since internationally there may be less government supervision and regulation of worldwide stock exchanges and clearinghouses than in the U.S., investments also are subject to the risk of the failure of the exchanges on which their positions trade or of their clearinghouses, and there may be a higher risk of financial irregularities and/or lack of appropriate risk monitoring and controls.
(d) |
PREPAYMENT AND EXTENSION RISK |
Due to a decline in interest rates or an excess in cash flow, borrowers may pay back principal before the market anticipates such payments. As a result, the Master Fund may have to reinvest the proceeds in an investment offering a lower yield, may not benefit from any increase in value that might otherwise result from declining interest rates and may lose any premium it paid to acquire the security. Higher interest rates generally result in slower payoffs, which effectively increase duration, heighten interest rate risk, and increase the Master Fund’s potential for price declines. The prices of variable and floating rate securities (including loans) can be less sensitive to prepayment risk.
(e) |
FIXED INCOME RISK |
The market value of fixed income investments changes in response to interest rate changes and other factors. During periods of rising interest rates, the values of outstanding fixed income securities generally decrease. Moreover, while securities with longer maturities tend to produce higher yields, the prices of longer maturity securities are also subject to greater market value fluctuations as a result of changes in interest rates. During periods of falling interest rates, certain debt obligations with high interest rates may be prepaid (or “called”) by the issuer prior to maturity. This may cause the weighted average weighted maturity of investments to fluctuate and may require investments to invest the resulting proceeds at lower interest rates. Income from the investment’s debt securities portfolio will decline if and when the investment invests the proceeds from matured, traded or called securities in securities with market interest rates that are below the current earnings rate of the investment’s portfolio. A rise in interest rates may also increase
25
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
volatility and reduce liquidity in the fixed income markets, and result in a decline in the value of the fixed income investments held by Investments. Reductions in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets.
In addition, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Master Fund invests, which in turn could negatively impact the Master Fund’s performance and cause losses on your investment in the Master Fund. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken worldwide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. The impact of the COVID-19 pandemic may be short term or may last for an extended period of time, and in either case could result in a substantial economic downturn or recession. As a result of these market conditions, the Master Fund’s NAV may fluctuate. Fixed income securities may also be subject to credit risk, which is the possibility that an issuer will be unable or unwilling to make timely payments of either principal or interest. Changes in the actual or perceived creditworthiness of an issuer, factors affecting an issuer directly (such as management changes, labor relations, collapse of key suppliers or customers, or material changes in overhead), factors affecting the industry in which a particular issuer operates (such as competition or technological advances) and changes in general social, economic or political conditions can increase the risk of default by an issuer, which can affect a security’s credit quality or value. Since the Master Fund and investments may purchase securities backed by credit enhancements from banks and other financial institutions, changes in the credit ratings of these institutions could cause the Master Fund to lose money and may affect the Master Fund’s NAV. Moreover, in order to enforce its rights in the event of a default, bankruptcy or similar situation, the Master Fund may be required to retain legal or similar counsel, which may increase the Master Fund’s operating expenses and adversely affect the Master Fund’s NAV.
(f) |
FOREIGN CURRENCY TRANSACTIONS AND EXCHANGE RATE RISK |
Investments and the Master Fund may invest in equity and equity-related securities denominated in non-U.S. currencies and in other financial instruments, the price of which is determined with reference to such currencies. Investments may engage in foreign currency transactions for a variety of purposes, including to “lock in” the U.S. dollar price of the security, between the trade and the settlement dates, the value of a security an investment has agreed to buy or sell, or to hedge the U.S. dollar value of securities the investment already owns. The investments also may engage in foreign currency transactions for non-hedging purposes to generate returns. The Master Fund will, however, value its investments and other assets in U.S. dollars. To the extent unhedged, the value of the Master Fund’s net assets will fluctuate with U.S. dollar exchange rates as well as with price changes of an investment’s investments in the various local markets and currencies. Forward currency contracts and options may be utilized by investments to hedge against currency fluctuations, but the investments are not required to utilize such techniques, and there can be no assurance that such hedging transactions will be available or, even if undertaken, effective.
(g) |
CORPORATE EVENT RISK |
Substantial transaction failure risks are involved in companies that are the subject of publicly disclosed mergers, takeover bids, exchange offers, tender offers, spin-offs, liquidations, corporate restructuring, and other similar transactions. Similarly, substantial risks are involved in investments in companies facing negative publicity or uncertain litigation. Thus, there can be no assurance that any expected transaction will take place, that negative
26
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
publicity will not continue to affect a company or that litigation will be resolved in a company’s favor. Certain transactions are dependent on one or more factors to become effective, such as market conditions which may lead to unexpected positive or negative changes in a company profile, shareholder approval, regulatory and various other third party constraints, changes in earnings or business lines or shareholder activism as well as many other factors. No assurance can be given that the transactions entered into will result in a profitable investment for the investments or that the investments will not incur substantial losses.
(h) |
ISSUER RISK |
The issuers of securities acquired by investments sometimes involve a high degree of business and financial risk. These companies may be in an early stage of development, may not have a proven operating history, may be operating at a loss or have significant variations in operating results, may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence, may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position, or may otherwise have a weak financial condition.
Issuers of securities acquired by investments may be highly leveraged. Leverage may have important adverse consequences to these companies and an investment as an investor. These companies may be subject to restrictive financial and operating covenants. The leverage may impair these companies’ ability to finance their future operations and capital needs. As a result, these companies’ flexibility to respond to changing business and economic conditions and to business opportunities may be limited. A leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.
In addition, such companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel.
(i) |
MODEL AND DATA RISK |
Some investments, and the Adviser with regard to certain investments, may rely on quantitative models (both proprietary models developed by the Adviser, and those supplied by third party vendors) and information and data supplied by third party vendors (“Models and Data”). Models and Data are used to construct sets of transactions and investments and to provide risk management insights.
When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon expose the Master Fund to potential risks. The success of relying on such models may depend on the accuracy and reliability of historical data supplied by third party vendors.
All models rely on correct market data inputs. If incorrect market data is entered into even a well-founded model, the resulting information will be incorrect. However, even if market data is input correctly, “model prices” will often differ substantially from market prices, especially for securities with complex characteristics, such as derivative securities.
(j) |
PROGRAMMING AND MODELING ERROR RISK |
The research and modeling process engaged in by some Investment Managers and in certain cases by the Adviser is extremely complex and involves financial, economic, econometric and statistical theories, research and modelling; the results of that process must then be translated into computer code. Although the Adviser seeks to hire individuals skilled in each of these functions and to provide appropriate levels of oversight, the complexity of the individual
27
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
tasks, the difficulty of integrating such tasks, and the limited ability to perform “real world” testing of the end product raises the chances that the finished model may contain an error; one or more of such errors could adversely affect the Master Fund’s performance.
(11) |
PANDEMICS AND ASSOCIATED ECONOMIC DISRUPTION |
An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in late 2019 and subsequently spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, changes to healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general concern and economic uncertainty. The impact of this coronavirus may be short-term or may last for an extended period of time and has resulted in substantial economic downturn. Health crises caused by outbreaks of disease, such as the coronavirus outbreak, may exacerbate other pre-existing political, social and economic risks. This outbreak, and other epidemics and pandemics that may arise in the future, could continue to negatively affect the global economy, as well as the economies of individual countries, individual companies and the market in general in significant and unforeseen ways. For example, a widespread health crisis such as a global pandemic could cause substantial market volatility, exchange trading suspensions and closures, and impact the Fund’s ability to complete repurchase requests. Any such impact could adversely affect the Master Fund’s performance, the performance of the securities in which the Master Fund invests, lines of credit available to the Master Fund and may lead to losses on your investment in the Master Fund. In addition, the increasing interconnectedness of markets around the world may result in many markets being affected by events or conditions in a single country or region or events affecting a single or small number of issuers.
(12) |
SUBSEQUENT EVENTS |
Management of the Institutional Fund has evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no adjustments were required to the financial statements as of March 31, 2022.
Beginning April 1, 2022, the Adviser is eligible to receive an incentive fee from the Master Fund representing 10% of the return of the Master Fund in excess of a 6% net return annually.
28
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Supplemental Information
March 31, 2022
(Unaudited)
Directors and Officers
The Institutional 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 Institutional Fund who are responsible for the Institutional 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 Cypress Creek Private Strategies Master Fund, L.P., the Cypress Creek Private Strategies Registered Fund, L.P., the Cypress Creek Private Strategies Institutional Fund, L.P, and the Cypress Creek Private Strategies TEI Fund, L.P., together pay each of the Directors who is not an “interested person” of the Adviser, as defined in the 1940 Act (the “Independent Directors”) an annual retainer of $35,000 paid quarterly. There are currently four Independent Directors. In the interest of retaining Independent Directors of the highest quality, the Board intends to periodically review such compensation and may modify it as the Board deems appropriate.
The table below shows, for each Director and executive officer, their full name, address and age, the position held with the Fund, the length of time served in that position, their principal occupation during the last five years, and other directorships held by such Director. The address of each Director and officer is c/o Cypress Creek Private Strategies Funds, 712 W. 34th Street, Suite 201, Austin, TX 78705.
Interested Directors
Name and Year of Birth |
Position(s) |
Principal |
Number of Portfolios |
Other Directorships |
William P. Prather, III |
Director, Principal Executive Officer (Since 2021) |
University of Texas / Texas A&M Investment Management Company (Endowment – Investment Management) – Head of Infrastructure and Natural Resources (2014-2019); Cypress Creek Partners (Investment Management) – Chief Investment Officer and Founding Partner (2019-Current) |
7 |
MTi Group Ltd (Director) from 2019 to Current |
(1) |
The ‘Fund Complex’ for the purpose of this table consists of The Endowment PMF Funds (three funds) and Cypress Creek Private Strategies Funds (four funds) with all funds in the Fund Complex being advised by the Adviser. |
29
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
March 31, 2022
(Unaudited)
Independent Directors
Name and Year of Birth |
Position(s) |
Principal |
Number of |
Other Directorships |
Graeme Gunn |
Director (Since 2021) |
SL Capital Partners LLP; Partner |
7 |
3 Bridges Capital; Director; Sport Maison Limited; Director |
Victor L. Maruri |
Director (Since 2021) |
Managing Partner, HCP Management Co., LLC (investment company) |
7 |
Career Training Academy (trade school) (2011-2020 Taylor College Inc. (trade school) (2013-2021) MIAT College, Inc. (2014-2021) (trade school) HPE II (investment company) (since 2008), HCP ED Holdings) holding company) (since 2010) |
David Munoz |
Director (Since 2021) |
President and CEO of financial services company. Advisor to multiple financial services companies. |
7 |
Deltec International Group; Deltec Bank & Trust Limited; International Financial Services Group Limited; International Financial Services Group SA/CV; Deltec Investment Advisers Limited; Deltec Fund Services; Deltec U.S. Holdings Inc.; Deltec Wealth Management LLC; Deltec Securities Ltd.; Deltec Capital Limited; Long Cay Captive Insurance Management; Halcyon Life Insurance Limited.; Access Personal Finance LLC; Global Clearing & Settlement Assurance LLC |
30
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
March 31, 2022
(Unaudited)
Name and Year of Birth |
Position(s) |
Principal |
Number of |
Other Directorships |
Carl Weatherley-White |
Director (Since 2021) |
Managing Director, Advantage Capital (investment company) (since 2019); Chief Executive, Hoosier Solar Holdings, LLC (solar development company) (Since 2020); Chief Executive, VivoPower Holdings (solar development company) (from 2016 to 2019). |
7 |
VivoPower International, October 4, 2017 to December 28, 2017 |
(1) |
The ‘Fund Complex’ for the purpose of this table consists of The Endowment PMF Funds (three funds) and Cypress Creek Private Strategies (four funds) with all funds in the Fund Complex being advised by the Adviser. |
Officers of the Fund Who Are Not Directors *
Name and Year of Birth |
Position(s) Held with the Fund |
Principal Occupation(s) During the Past 5 Years |
Benjamin Murray |
Principal Financial Officer & Chief Compliance Officer (Since 2021) |
Director/Head of Operational Due Diligence – University of Texas/Texas A&M Investment Management Company (2016-2020); Chief Operating Officer – Cypress Creek Partners (2020-2021) |
Richard Rincon |
Vice President, Secretary, and Treasurer (Since 2021) |
Senior Director – University of Texas/Texas A&M Investment Management Company (2014-2020); Founding Partner – Cypress Creek Partners (2020-2021) |
31
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
March 31, 2022
(Unaudited)
Allocation of Investments
The following chart indicates the allocation of investments among the asset classes in the Master Fund as of March 31, 2022.
Asset Class(1) |
Fair Value |
% |
||||||
Buyout |
$ | 29,480,744 | 13.99 | |||||
Event Driven |
1,135,102 | 0.54 | ||||||
Global Macro |
5,885,130 | 2.79 | ||||||
Growth Equity |
39,634,508 | 18.81 | ||||||
Infrastructure |
14,041,287 | 6.66 | ||||||
Natural Resources |
20,286,034 | 9.63 | ||||||
Private Debt |
22,586,879 | 10.72 | ||||||
Real Estate |
13,033,588 | 6.19 | ||||||
Relative Value |
32,364,842 | 15.36 | ||||||
Securities |
29,480,744 | 1.04 | ||||||
Total Investments |
210,708,183 | 100 |
(1) |
The complete list of investments included in the following asset class categories is included in the Schedule of Investments of the Master Fund. |
Form N-PORT Filings
The Institutional Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Institutional Fund’s Form N-PORT’s are available on the SEC’s website at http://www.sec.gov.
Proxy Voting Policies
A description of the policies and procedures that the Institutional 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 Institutional 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 Institutional Fund’s private placement memorandum (the “PPM”) includes additional information about Directors of the Institutional Fund. The PPM is available, without charge, upon request by calling 1-800-725-9456.
32
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Privacy Policy
(Unaudited)
FACTS |
WHAT DOES CYPRESS CREEK PARTNERS1 (“CCP”) DO WITH YOUR PERSONAL INFORMATION? |
||
WHY? |
Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
||
WHAT? |
The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social security number ● Income ● Assets ● Account balances ● Wire transfer instructions ● Transaction history When you are no longer our customer, we continue to share information about you as described in this notice. |
||
HOW? |
All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons CCP chooses to share; and whether you can limit this sharing. |
||
Reasons we can share your personal information |
Does CCP Share? |
Can you limit this sharing? |
|
For our everyday business purposes - |
Yes |
No |
|
For our marketing purposes - |
Yes |
No |
|
For joint marketing with other financial companies |
No |
We do not share |
|
For our affiliates’ everyday business purposes - |
No |
We do not share |
|
For our affiliates’ everyday business purposes – |
No |
We do not share |
|
For non-affiliates to market to you |
No |
We do not share |
|
Questions? |
Call CCP at (512) 660-5146 |
1 |
Endowment Advisers, L.P., d/b/a Cypress Creek Partners |
33
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Privacy Policy, continued
(Unaudited)
Page 2 |
|
Who we are |
|
Who is providing this notice? |
This notice pertains to CCP, the registered and private funds it manages (as follows), and each funds’ general partner. ● The Endowment PMF Master Fund, L.P. ● The PMF Fund, L.P. ● PMF TEI Fund, L.P. ● PMF Offshore TEI Fund, Ltd. ● Cypress Creek Private Strategies Master Fund, L.P. ● Cypress Creek Private Strategies Registered Fund, L.P. ● Cypress Creek Private Strategies TEI Fund, L.P. ● Cypress Creek Private Strategies Institutional Fund, L.P. ● Cypress Creek Private Strategies Domestic Fund, L.P. ● Cypress Creek Private Strategies Domestic QP Fund, L.P. ● Cypress Creek Private Strategies International Fund, Ltd. ● Cypress Creek Private Strategies Offshore TEI Fund, Ltd. ● Cypress Creek Private Strategies Onshore Fund, L.P. ● Cypress Creek Private Strategies Offshore Fund, L.P. ● Cypress Creek Private Strategies Offshore Blocker Fund, LLC ● CCP Coastal Redwood Fund, L.P. ● CCP Sierra Redwood Fund, L.P. ● Marinas I SPV LLC |
What we do |
|
How does CCP protect my personal information? |
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does CCP collect my personal information? |
We collect your personal information, for example, when you ● Open an account ● Enter into an investment advisory contract ● Seek financial advice ● Make deposits or withdrawals from your account ● Provide account information |
Why can’t I limit all sharing? |
Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes—information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
34
CYPRESS CREEK PRIVATE STRATEGIES INSTITUTIONAL FUND, L.P.
(A Limited Partnership)
Privacy Policy, continued
(Unaudited)
Page 3 |
|
Definitions |
|
Affiliates |
Companies related by common ownership or control. They can be financial and nonfinancial companies. ● CCP does not share with our affiliates. |
Non-affiliates |
Companies not related by common ownership or control. They can be financial and non-financial companies. ● CCP does not share with non-affiliates so they can market to you. |
Joint Marketing |
A formal agreement between non-affiliated financial companies that together market financial products or services to you. ● CCP does not jointly market. |
Other important information |
|
n/a |
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49
Report of Independent Registered Public Accounting Firm
To the Partners and the Board of Directors of
Cypress Creek Private Strategies Master Fund, L.P.
Opinion on the Financial Statements
We have audited the accompanying statement of assets, liabilities and partners’ capital of Cypress Creek Private Strategies Master Fund, L.P. (the Fund), including the schedule of investments, as of March 31, 2022, the related statements of operations, changes in partners’ capital and cash flows for the period from January 1, 2022 to March 31, 2022 and for the year ended December 31, 2021, and the related notes to the financial statements (collectively, the financial statements), and the financial highlights for the period from January 1, 2022 to March 31, 2022 and for the year ended December 31, 2021. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of March 31, 2022, the results of its operations, changes in partners’ capital and its cash flows and financial highlights for the period from January 1, 2022 to March 31, 2022 and for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
The statement of changes in partners’ capital for the year ended December 31, 2020, and the financial highlights for the years ended December 31, 2020, December 31, 2019, December 31, 2018, and December 31, 2017, for the Fund were audited by other auditors. Those auditors expressed an unqualified opinion on those financial statements and financial highlights in their report dated February 26, 2021.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of March 31, 2022, by correspondence with the custodians, underlying fund advisors or by other appropriate audit procedures where replies were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ RSM US LLP
We have served as the auditor of one or more Cypress Creek Partners investment companies since 2021.
Chicago, Illinois
May 30, 2022
50
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Statement of Assets, Liabilities and Partners’ Capital
March 31, 2022
Assets |
||||
Investments in Investment Funds, at fair value (cost $161,892,402) |
$ | 185,350,083 | ||
Investments in affiliated investments for which ownership exceeds 5% of the investment’s capital, at fair value (cost $20,791,505) |
13,255,228 | |||
Investments in affiliated investments for which ownership exceeds 25% of the investment’s capital, at fair value (cost $10,053,118) |
9,918,443 | |||
Investments in securities and CLO Equity, at fair value (cost $3,979,585) |
2,184,429 | |||
Total investments (cost $196,716,610) |
210,708,183 | |||
Cash and cash equivalents |
13,133,675 | |||
Receivable from investments sold |
405,235 | |||
Prepaids and other assets |
34,931 | |||
Total assets |
224,282,024 | |||
Liabilities and Partners’ Capital |
||||
Withdrawals payable |
1,350,660 | |||
Credit facility |
9,149 | |||
Investment Management fees payable |
181,784 | |||
Administration fees payable |
14,297 | |||
Payable to Directors |
74,083 | |||
Accounts payable and accrued expenses |
549,597 | |||
Total liabilities |
2,179,570 | |||
Commitments and contingencies (see Note 3) |
||||
Partners’ capital |
222,102,454 | |||
Total liabilities and partners’ capital |
$ | 224,282,024 |
See accompanying notes to financial statements.
51
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments
March 31, 2022
Geographic |
Initial |
Shares |
Cost |
Fair |
% of |
|||||||||||||||||||
Private Investments Portfolio |
||||||||||||||||||||||||
Operating Companies |
||||||||||||||||||||||||
Buyout (0.27% of Partners’ Capital) |
|
|||||||||||||||||||||||
Milton ZXP LLC - Class A Units (2)(4)(6) |
North America | February, 2018 |
6,029 | $ | 602,900 | $ | 602,900 | |||||||||||||||||
Growth Equity (0.28% of Partners’ Capital) |
|
|||||||||||||||||||||||
Clovis Point II RIVS Investment, LLC (4)(6) |
North America | March, 2019 |
650,000 | 618,200 | ||||||||||||||||||||
Venture Capital (0.00% of Partners’ Capital) |
|
|||||||||||||||||||||||
TasteMade, Inc. (4) |
North America | April, 2016 |
2,582 | 100,000 | — | |||||||||||||||||||
Total Operating Companies |
|
1,352,900 | 1,221,100 | 0.55 | % | |||||||||||||||||||
Private Investment Funds |
||||||||||||||||||||||||
Private Equity |
||||||||||||||||||||||||
Buyout (13.01% of Partners’ Capital) |
||||||||||||||||||||||||
Advent Latin American Private Equity Fund IV-F L.P. |
Rest of the World | August, 2007 |
201,046 | 104,061 | ||||||||||||||||||||
Advent Latin American Private Equity Fund V-F L.P. |
Rest of the World | May, 2010 |
1,409,392 | 1,426,782 | ||||||||||||||||||||
Darwin Private Equity I L.P. |
Europe | September, 2007 |
1,306,831 | 205,533 | ||||||||||||||||||||
Intervale Capital Fund, L.P. |
North America | May, 2008 |
1,150,435 | 1,156,153 | ||||||||||||||||||||
J.C. Flowers III L.P. |
Global | October, 2009 |
1,169,801 | 280,062 | ||||||||||||||||||||
KF Partner Investments Fund III LP (1)(2) |
North America | June, 2020 |
1,866,323 | 1,950,363 | ||||||||||||||||||||
Mid Europa Fund III LP |
Europe | November, 2007 |
280,414 | 1,015 | ||||||||||||||||||||
Monomoy Capital Partners II, L.P. (1) |
North America | May, 2011 |
1,090,211 | 1,724,757 | ||||||||||||||||||||
Monomoy Capital Partners III, L.P. (1) |
North America | December, 2017 |
2,755,571 | 5,376,073 | ||||||||||||||||||||
Reservoir Capital Partners (Cayman), L.P. |
North America | June, 2009 |
303,800 | 521,769 | ||||||||||||||||||||
Sovereign Capital Limited Partnership III (1) |
Europe | March, 2010 |
— | 153,736 | ||||||||||||||||||||
See accompanying notes to financial statements.
52
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
March 31, 2022
Geographic |
Initial |
Shares |
Cost |
Fair |
% of |
|||||||||||||||||||
Private Investment Funds (continued) |
||||||||||||||||||||||||
Private Equity (continued) |
||||||||||||||||||||||||
Buyout (13.01% of Partners’ Capital) (continued) |
||||||||||||||||||||||||
Sterling Capital Partners II, L.P. |
North America | August, 2005 |
$ | 190,740 | $ | 20,155 | ||||||||||||||||||
Sterling Group Partners III, L.P. |
North America | April, 2010 |
1,086,398 | 11,008 | ||||||||||||||||||||
Strattam Capital Investment Fund, L.P. (1) |
North America | December, 2015 |
3,192,683 | 3,747,115 | ||||||||||||||||||||
Strattam Capital Investment Fund II, L.P. (1) |
North America | February, 2018 |
2,521,360 | 3,598,402 | ||||||||||||||||||||
Strattam Capital Investment Fund III, L.P. (2) |
North America | March, 2022 |
18,898 | — | ||||||||||||||||||||
Strattam Co-Invest Fund V, L.P. |
North America | December, 2018 |
453,214 | 1,369,164 | ||||||||||||||||||||
Strattam Co-Invest Fund VI, L.P. |
North America | December, 2018 |
532,232 | 690,946 | ||||||||||||||||||||
Strattam Co-Invest Fund VII, L.P. |
North America | September, 2019 |
413,727 | 666,459 | ||||||||||||||||||||
Trivest Fund IV, L.P.(1) |
North America | November, 2007 |
12,230 | 7,608 | ||||||||||||||||||||
VCFA Private Equity Partners IV, L.P. |
North America | March, 2005 |
5,030 | 14,257 | ||||||||||||||||||||
Viburnum Equity 4, LP (2) |
Global | January, 2022 |
5,530,305 | 5,852,426 | ||||||||||||||||||||
Growth Equity (17.57% of Partners’ Capital) |
||||||||||||||||||||||||
Catterton Growth Partners, L.P. |
North America | March, 2008 |
1,929,339 | 539,497 | ||||||||||||||||||||
Chicago Pacific Founders Fund II, LP |
North America | January, 2020 |
3,309,426 | 7,127,225 | ||||||||||||||||||||
Clovis Point II, LP |
North America | February, 2020 |
2,140,195 | 2,070,860 | ||||||||||||||||||||
Crosslink Crossover Fund V, L.P. |
North America | May, 2007 |
316,468 | 100,089 | ||||||||||||||||||||
Crosslink Crossover Fund VI, L.P. |
North America | March, 2007 |
— | 3,391,342 | ||||||||||||||||||||
CX Partners Fund Ltd. (1) |
Asia | April, 2009 |
1,648,913 | 1,174,968 | ||||||||||||||||||||
Gavea Investment Fund II A, L.P. |
Rest of the World | May, 2007 |
— | 7,418 | ||||||||||||||||||||
Gavea Investment Fund III A, L.P. |
Rest of the World | September, 2008 |
— | 37,775 | ||||||||||||||||||||
HealthCor Partners Fund, L.P. |
North America | August, 2007 |
266,750 | 965,631 |
See accompanying notes to financial statements.
53
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
March 31, 2022
Geographic |
Initial |
Shares |
Cost |
Fair |
% of |
|||||||||||||||||||
Private Investment Funds (continued) |
||||||||||||||||||||||||
Private Equity (continued) |
||||||||||||||||||||||||
Growth Equity (17.58% of Partners’ Capital) (continued) |
||||||||||||||||||||||||
New Horizon Capital III, L.P. (1) |
Asia | March, 2009 |
$ | 430,085 | $ | 555,490 | ||||||||||||||||||
NGP Energy Technology Partners II, L.P. (1) |
North America | July, 2009 |
750,560 | 381,464 | ||||||||||||||||||||
Northstar Equity Partners III (1) |
Asia | June, 2011 |
1,010,887 | 991,159 | ||||||||||||||||||||
Orchid Asia IV, L.P. (1) |
Asia | November, 2007 |
898,544 | 2,856,779 | ||||||||||||||||||||
Pine Brook Capital Partners, L.P. (1) |
North America | January, 2008 |
1,748,932 | 223,993 | ||||||||||||||||||||
Pinto America Growth Fund, L.P. |
North America | July, 2006 |
— | 250,188 | ||||||||||||||||||||
Private Equity Investment Fund V, L.P. |
North America | April, 2009 |
5,677,931 | 3,328,691 | ||||||||||||||||||||
Saints Capital VI, L.P. |
North America | April, 2008 |
1,685,951 | 418,382 | ||||||||||||||||||||
Trustbridge Partners II, L.P. (1) |
Asia | December, 2007 |
1,095,709 | 1,377,532 | ||||||||||||||||||||
Trustbridge Partners III, L.P. (1) |
Asia | April, 2009 |
3,246,506 | 2,428,517 | ||||||||||||||||||||
Trustbridge Partners IV, L.P. (1) |
Asia | September, 2011 |
11,743 | 4,114,112 | ||||||||||||||||||||
Trustbridge Partners V, L.P. (1) |
Asia | November, 2015 |
4,794,319 | 6,675,196 | ||||||||||||||||||||
Private Debt (10.17% of Partners’ Capital) |
||||||||||||||||||||||||
ABRY Advanced Securities Fund, L.P. |
North America | August, 2008 |
— | 22,190 | ||||||||||||||||||||
Alloy Merchant Partners, L.P. (1)(2) |
Rest of the World | August, 2018 |
892,590 | 615,678 | ||||||||||||||||||||
Armadillo Litigation Finance II |
North America | February, 2016 |
— | 46,409 | ||||||||||||||||||||
Aviator Capital Fund IV US Feeder, L.P. |
Global | March, 2019 |
2,482,278 | 2,788,529 | ||||||||||||||||||||
Aviator Capital Mid-Life Us Feeder Fund, LP |
Global | December, 2016 |
2,096,882 | 3,317,290 | ||||||||||||||||||||
BDCM Opportunity Fund II, L.P. |
North America | March, 2006 |
513,817 | 134,678 | ||||||||||||||||||||
Colbeck Strategic Lending Onshore Feeder, LP (2) |
North America | March, 2017 |
3,791,878 | 3,847,075 |
See accompanying notes to financial statements.
54
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
March 31, 2022
Geographic |
Initial |
Shares |
Cost |
Fair |
% of |
|||||||||||||||||||
Private Investment Funds (continued) |
||||||||||||||||||||||||
Private Equity (continued) |
||||||||||||||||||||||||
Private Debt (10.17% of Partners’ Capital) (continued) |
||||||||||||||||||||||||
Crestline Opportunities Fund III, LLC (1) |
Global | August, 2016 |
$ | 2,613,044 | $ | 3,860,836 | ||||||||||||||||||
Freedom Participation Partners I, LLC |
North America | July, 2016 |
1,251,031 | 33,608 | ||||||||||||||||||||
Garrison Opportunity Fund II A LLC |
North America | March, 2011 |
— | 705,388 | ||||||||||||||||||||
Garrison Opportunity Fund LLC |
North America | February, 2010 |
— | 21,734 | ||||||||||||||||||||
ILS Property & Casualty Master Fund Ltd. |
North America | November, 2014 |
1,523,944 | 12,220 | ||||||||||||||||||||
India Asset Recovery Fund L.P. |
Asia | October, 2006 |
— | 379 | ||||||||||||||||||||
MatlinPatterson Global Opportunities Partners III, L.P. (1) |
Global | July, 2007 |
865,334 | 5,690 | ||||||||||||||||||||
Parabellum Partners I, LP |
North America | August, 2017 |
1,378,304 | 2,597,808 | ||||||||||||||||||||
Parabellum Partners II, LP |
North America | August, 2019 |
2,668,534 | 2,909,987 | ||||||||||||||||||||
Rosebrook 2018 Co-Invest I, L.P. (3) |
Global | January, 2018 |
1,023,648 | 1,127,687 | ||||||||||||||||||||
Strategic Value Global Opportunities Fund I-A, L.P. |
Global | December, 2006 |
28,951 | 242,486 | ||||||||||||||||||||
Tuckerbrook SB Global Distressed Fund I, L.P. |
Global | July, 2007 |
102,897 | 297,207 | ||||||||||||||||||||
Venture Capital (13.54% of Partners’ Capital) |
||||||||||||||||||||||||
Artis Ventures II, L.P. |
North America | November, 2014 |
1,185,720 | 2,519,716 | ||||||||||||||||||||
Chrysalis Ventures III, L.P. |
North America | December, 2006 |
208,572 | 94,028 | ||||||||||||||||||||
Dace Ventures I, LP |
North America | June, 2007 |
359,992 | 158,448 | ||||||||||||||||||||
Fairhaven Capital Partners, L.P. |
North America | March, 2008 |
1,543,695 | 362,874 | ||||||||||||||||||||
Founders Fund III, LP |
North America | May, 2010 |
— | 5,443,275 | ||||||||||||||||||||
Founders Fund IV, LP |
North America | January, 2012 |
— | 7,396,789 | ||||||||||||||||||||
LC Fund IV, L.P. (1) |
Asia | May, 2008 |
1,384,002 | 76,282 | ||||||||||||||||||||
Sanderling Venture Partners VI, L.P. |
North America | June, 2005 |
94,987 | 96,399 | ||||||||||||||||||||
Sanderling Venture Partners VI Co-Investment Fund, L.P. |
North America | June, 2005 |
210,432 | 122,110 |
See accompanying notes to financial statements.
55
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
March 31, 2022
Geographic |
Initial |
Shares |
Cost |
Fair |
% of |
|||||||||||||||||||
Private Investment Funds (continued) |
||||||||||||||||||||||||
Private Equity (continued) |
||||||||||||||||||||||||
Venture Capital (13.54% of Partners’ Capital) (continued) |
||||||||||||||||||||||||
Tenaya Capital V, LP |
North America | November, 2007 |
$ | 35,417 | $ | 112,158 | ||||||||||||||||||
Tenaya Capital VI, LP |
North America | July, 2012 |
828,830 | 1,476,838 | ||||||||||||||||||||
The Column Group, LP |
North America | September, 2007 |
966,337 | 1,675,576 | ||||||||||||||||||||
The Column Group II, LP |
North America | October, 2014 |
1,836,327 | 4,728,335 | ||||||||||||||||||||
The Column Group III, LP |
North America | May, 2016 |
3,009,644 | 3,921,255 | ||||||||||||||||||||
Tiger Global Private Investment Partners V, L.P. |
Global | January, 2008 |
1,219,100 | 1,118,490 | ||||||||||||||||||||
Tiger Global Private Investment Partners VI, L.P. |
Global | November, 2010 |
— | 692,855 | ||||||||||||||||||||
Voyager Capital Fund III, L.P. |
North America | May, 2007 |
286,772 | 80,212 | ||||||||||||||||||||
Total Private Equity (6) |
90,855,858 | 120,556,671 | 54.29 | % | ||||||||||||||||||||
Real Assets |
||||||||||||||||||||||||
Infrastructure (6.32% of Partners’ Capital) |
||||||||||||||||||||||||
Allied Strategic Partners Fund I-A, LP (3) |
North America | August, 2021 |
9,029,470 | 8,790,756 | ||||||||||||||||||||
ArcLight Energy Partners Fund V, L.P. (1) |
Global | December, 2011 |
748,110 | 473,220 | ||||||||||||||||||||
EIV Capital Fund II, LP |
North America | December, 2014 |
3,325,323 | 3,382,459 | ||||||||||||||||||||
EnCap Energy Infrastructure TE Feeder, L.P. |
North America | October, 2009 |
970,574 | 78,121 | ||||||||||||||||||||
Haddington Energy Partners III, L.P. |
North America | April, 2017 |
604,735 | 1,125,656 | ||||||||||||||||||||
TPF II-A, L.P. |
North America | October, 2008 |
1,384,952 | 191,075 | ||||||||||||||||||||
Natural Resources (9.13% of Partners’ Capital) |
||||||||||||||||||||||||
EMG AE Permian Co-Investment, LP |
North America | July, 2014 |
3,148,191 | — | ||||||||||||||||||||
EMG Iron Ore Holdco, LP |
Global | April, 2019 |
476,106 | 764,165 | ||||||||||||||||||||
EnCap Energy Capital Fund VII-B LP (1) |
North America | October, 2007 |
1,516,600 | 82,663 | ||||||||||||||||||||
Energy & Minerals Group Fund II, L.P. |
Global | November, 2011 |
2,254,300 | 2,421,501 |
See accompanying notes to financial statements.
56
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
March 31, 2022
Geographic |
Initial |
Shares |
Cost |
Fair |
% of |
|||||||||||||||||||
Private Investment Funds (continued) |
||||||||||||||||||||||||
Real Assets (continued) |
||||||||||||||||||||||||
Real Estate (5.87% of Partners’ Capital) |
||||||||||||||||||||||||
Merit Energy Partners G, L.P. |
North America | September, 2009 |
$ | 3,041,586 | $ | 1,457,220 | ||||||||||||||||||
Midstream & Resources Follow-On Fund, L.P. (1) |
Global | March, 2010 |
518,415 | 857,723 | ||||||||||||||||||||
NGP IX Offshore Fund, L.P. (1) |
North America | March, 2008 |
613,572 | 39,495 | ||||||||||||||||||||
NGP Midstream & Resources, L.P. |
North America | October, 2007 |
976,239 | 168,247 | ||||||||||||||||||||
Quantum Parallel Partners V, LP |
North America | October, 2008 |
4,410,755 | 4,485,588 | ||||||||||||||||||||
Sentient Global Resources Fund III, L.P. |
Global | July, 2008 |
2,726,119 | 1,568,805 | ||||||||||||||||||||
Sentient Global Resources Fund IV, L.P. (1) |
Global | June, 2011 |
2,007,855 | 1,063,275 | ||||||||||||||||||||
Tembo Capital Mining Fund III LP |
Global | October, 2021 |
3,318,812 | 3,527,915 | ||||||||||||||||||||
Vortus Investments II, LP |
North America | August, 2017 |
1,705,984 | 2,469,362 | ||||||||||||||||||||
Vortus Investments, LP |
North America | January, 2016 |
3,485,093 | 1,379,707 | ||||||||||||||||||||
Vortus NPR Co-investment |
North America | December, 2015 |
461,065 | 368 | ||||||||||||||||||||
Benson Elliot Real Estate Partners II, L.P. |
Europe | August, 2006 |
349,758 | 5,549 | ||||||||||||||||||||
Cypress Realty VI Limited Partnership |
North America | June, 2007 |
152,140 | 11,060 | ||||||||||||||||||||
Forum European Realty Income III, L.P. |
Europe | February, 2008 |
820,961 | 74,122 | ||||||||||||||||||||
GTIS Brazil Real Estate Fund (Brazilian Real) LP |
Rest of the World | July, 2008 |
2,087,821 | 1,390,678 | ||||||||||||||||||||
Kayne Anderson Real Estate Debt II, L.P. (1) |
North America | July, 2017 |
685,114 | 642,026 | ||||||||||||||||||||
Kayne Anderson Real Estate Debt, L.P. (1) |
North America | June, 2016 |
542,354 | 428,889 | ||||||||||||||||||||
Lone Star Real Estate Fund II (U.S.), L.P. |
Global | June, 2011 |
518 | 5,427 | ||||||||||||||||||||
Monsoon Infrastructure & Realty Co-Invest, L.P. |
Asia | February, 2008 |
1,560,996 | 1,315,820 | ||||||||||||||||||||
Northwood Real Estate Co-Investors LP (1) |
North America | April, 2008 |
333,335 | 454,878 |
See accompanying notes to financial statements.
57
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
March 31, 2022
Geographic |
Initial |
Shares |
Cost |
Fair |
% of |
|||||||||||||||||||
Private Investment Funds (continued) |
||||||||||||||||||||||||
Real Assets (continued) |
||||||||||||||||||||||||
Real Estate (5.87% of Partners’ Capital) |
||||||||||||||||||||||||
Northwood Real Estate Partners LP (1) |
North America | April, 2008 |
$ | 1,078,375 | $ | 1,363,616 | ||||||||||||||||||
ORBIS Real Estate Fund I (2) |
Asia | November, 2006 |
1,969,703 | 386,786 | ||||||||||||||||||||
Patron Capital, L.P. II |
Europe | February, 2005 |
123,803 | 2,234 | ||||||||||||||||||||
Patron Capital, L.P. III |
Europe | July, 2007 |
604,891 | 40,214 | ||||||||||||||||||||
Pennybacker IV, LP (1) |
North America | February, 2018 |
1,022,872 | 1,179,824 | ||||||||||||||||||||
Phoenix Asia Real Estate Investments II, L.P. |
Asia | September, 2007 |
864,748 | 730,226 | ||||||||||||||||||||
Prescott Strategies Fund I LP |
North America | June, 2019 |
2,379,615 | 2,215,712 | ||||||||||||||||||||
PSF I Jax Metro Holdings, LLC |
North America | March, 2019 |
— | 81,529 | ||||||||||||||||||||
Red Dot Holdings III, LP |
North America | February, 2019 |
3,005,036 | 2,554,260 | ||||||||||||||||||||
SBC US Fund II, LP |
Rest of the World | June, 2011 |
811,732 | 117,818 | ||||||||||||||||||||
Square Mile Partners III LP |
North America | April, 2008 |
710,002 | 32,920 | ||||||||||||||||||||
Total Real Assets (6) |
65,827,630 | 47,360,909 | 21.32 | % | ||||||||||||||||||||
Total Private Investments Portfolio |
158,036,388 | 169,138,680 | 76.16 | % | ||||||||||||||||||||
Cash Management Portfolio |
||||||||||||||||||||||||
Hedge Funds |
||||||||||||||||||||||||
Event Driven (0.51% of Partners’ Capital) |
||||||||||||||||||||||||
BDCM Partners I, L.P. |
North America | January, 2011 |
1,364,736 | 981,731 | ||||||||||||||||||||
Fortelus Special Situations Fund Ltd. (1) |
North America | May, 2010 |
— | 39,486 | ||||||||||||||||||||
Harbinger Capital Partners Special Situations Fund, L.P. |
North America | December, 2006 |
932,188 | 12,424 | ||||||||||||||||||||
Harbinger Streamline Onshore Fund, L.P. |
North America | September, 2021 |
106,659 | 101,461 | ||||||||||||||||||||
Global Macro (2.65% of Partners’ Capital) |
||||||||||||||||||||||||
GAM Systematic Core Macro (Cayman) Fund LP |
Global | February, 2015 |
3,500,000 | 5,885,130 |
See accompanying notes to financial statements.
58
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
March 31, 2022
Geographic |
Initial |
Shares |
Cost |
Fair |
% of |
|||||||||||||||||||
Private Investment Funds (continued) |
||||||||||||||||||||||||
Hedge Funds (continued) |
||||||||||||||||||||||||
Relative Value (14.57% of Partners’ Capital) |
||||||||||||||||||||||||
Anomaly Capital, LP |
North America | July, 2021 |
15,003,000 | 17,791,643 | ||||||||||||||||||||
CRC Credit Fund Ltd. |
North America | July, 2010 |
795 | 79,343 | 57,323 | |||||||||||||||||||
King Street Capital, L.P. (1) |
North America | November, 2009 |
9,320 | 49,354 | ||||||||||||||||||||
Magnetar Capital Fund LP |
North America | February, 2009 |
— | 41,259 | ||||||||||||||||||||
Magnetar SPV LLC |
North America | May, 2008 |
32,888 | — | ||||||||||||||||||||
Middle East North Africa Opportunities Fund, L.P. |
North America | July, 2008 |
728 | 728,344 | 18,241 | |||||||||||||||||||
Millennium USA, LP |
North America | April, 2012 |
— | 5,459,626 | ||||||||||||||||||||
PIPE Equity Partners, LLC (2) (4) |
North America | August, 2008 |
3,252,147 | — | ||||||||||||||||||||
PIPE Select Fund, LLC (2) (4) |
North America | September, 2008 |
2,866,761 | — | ||||||||||||||||||||
Stark Select Asset Fund, LLC |
North America | July, 2010 |
— | 11,093 | ||||||||||||||||||||
STS Partners Fund, LP |
North America | November, 2016 |
2,108,191 | 5,603,409 | ||||||||||||||||||||
TAEF Fund, LLC |
North America | August, 2008 |
— | 4,070 | ||||||||||||||||||||
The 1609 Fund Ltd. |
Global | January, 2018 |
4,280 | 4,347,531 | 2,972,214 | |||||||||||||||||||
Valiant Capital Partners LP |
North America | July, 2009 |
369,529 | 356,610 | ||||||||||||||||||||
Total Hedge Funds (6) |
34,700,637 | 39,385,074 | 17.73 | % | ||||||||||||||||||||
Total Private Investment Funds |
125,556,495 | 159,941,745 | 93.35 | % | ||||||||||||||||||||
See accompanying notes to financial statements.
59
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Schedule of Investments, continued
March 31, 2022
Geographic |
Initial |
Shares |
Cost |
Fair |
% of |
|||||||||||||||||||
Other Securities |
||||||||||||||||||||||||
Securities (0.98% of Partners’ Capital) |
||||||||||||||||||||||||
Compass, Inc. |
North America | September, 2021 |
2,342 | $ | 31,687 | $ | 18,408 | |||||||||||||||||
ORIC Pharmaceuticals, Inc. |
North America | November, 2021 |
20,870 | 356,460 | 111,446 | |||||||||||||||||||
Regatta XV Funding Ltd., Subordinated Note, Principal $5,000,000, 10.98%, due 10/1/2031 (1)(5)(7) |
North America | October, 2018 |
3,118,300 | 1,775,000 | ||||||||||||||||||||
Warby Parker Inc. |
North America | November, 2021 |
8,269 | 473,138 | 279,575 | |||||||||||||||||||
Total Other Securities |
3,979,585 | 2,184,429 | 0.98 | % | ||||||||||||||||||||
Total Cash Management Portfolio |
38,680,222 | 41,569,503 | 18.71 | % | ||||||||||||||||||||
Total Investments |
$ | 196,716,610 | $ | 210,708,183 | 94.87 | % |
The Master Fund’s total outstanding capital commitments to Investment Funds as of March 31, 2022 were $64,399,058. For certain Investment Funds for which the Master Fund has a capital commitment, the Master Fund may be allocated its pro-rata share of expenses prior to having to fund a capital call for such expenses.
All investments are non-income producing unless noted otherwise.
* |
The Rest of the World geographic region represents an investment domiciled outside of Asia, Europe, or North America. The Global geographic region represents an investment domiciled in multiple locations. |
(1) |
Income producing investment. |
(2) |
Affiliated investments for which ownership exceeds 5% of the investment’s capital (see note 5b). |
(3) |
Affiliated investments for which ownership exceeds 25% of the investment’s capital (see note 5b). |
(4) |
Valued in good faith pursuant to procedures approved by the Board of Directors as of March 31, 2022. The total of all such investments represents 0.55% of partners’ capital. |
(5) |
CLO subordinated notes are considered CLO equity positions. CLO equity positions are entitled to recurring distributions which are generally equal to the remaining cash flow of payments made by underlying securities less contractual payments to debt holders and fund expenses. The effective yield for the CLO equity position will generally be updated periodically or on transactions such as an add-on purchases, refinancing or reset. The estimated yield and investment cost may ultimately not be realized. |
(6) |
Restricted investments as to resale. |
(7) |
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 accompanying notes to financial statements.
60
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Statement of Operations
Period Ended |
Year Ended |
|||||||
Investment income: |
||||||||
Dividend income (net of foreign tax withholding of $38,125 and $55,045, respectively) |
$ | 32,553 | $ | 504,616 | ||||
Interest income |
132,892 | 766,956 | ||||||
Interest income from affiliated investments |
24,686 | 686 | ||||||
Total investment income |
190,131 | 1,272,258 | ||||||
Expenses: |
||||||||
Investment Management fees |
541,771 | 2,197,356 | ||||||
Administration fees |
42,671 | 171,678 | ||||||
Professional fees |
158,750 | 809,274 | ||||||
Consulting fees |
15,525 | 34,012 | ||||||
Custodian fees |
14,257 | 74,318 | ||||||
Directors’ fees |
49,579 | 190,750 | ||||||
Interest expense |
25,677 | 168,434 | ||||||
Other expenses |
46,396 | 154,470 | ||||||
Total expenses |
894,626 | 3,800,292 | ||||||
Net investment loss |
(704,495 | ) | (2,528,034 | ) | ||||
Net realized and unrealized gain (loss): |
||||||||
Net realized gain (loss) from investments and foreign currency translations |
1,094,797 | 19,557,458 | ||||||
Net realized gain (loss) from affiliated investments |
(4,180,318 | ) | (379,376 | ) | ||||
Net realized gain (loss) |
(3,085,521 | ) | 19,178,082 | |||||
Change in unrealized appreciation/depreciation from investments and foreign currency translations |
1,688,712 | 1,022,378 | ||||||
Change in unrealized appreciation/depreciation from affiliated investments |
3,336,398 | (383,623 | ) | |||||
Change in unrealized appreciation/depreciation |
5,025,110 | 638,755 | ||||||
Net realized and unrealized gain (loss) |
1,939,589 | 19,816,837 | ||||||
Net increase in partners’ capital resulting from operations |
$ | 1,235,094 | $ | 17,288,803 |
* |
The Fund has changed its fiscal year end from December 31 to March 31. This period represents the three-month period from January 1, 2022 to March 31, 2022. |
See accompanying notes to financial statements.
61
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Statements of Changes in Partners’ Capital
Years Ended December 31, 2020, December 31, 2021 and Period Ended March 31, 2022*
Partners’ capital at December 31, 2019 |
$ | 221,383,174 | ||
Withdrawals |
(23,554,883 | ) | ||
Net increase in partners’ capital resulting from operations: |
||||
Net investment loss |
(2,172,679 | ) | ||
Net realized gain from investments and foreign currency translations |
8,362,117 | |||
Net realized loss from swap agreements |
(318,908 | ) | ||
Net realized loss from affiliated investments |
(22,615 | ) | ||
Change in unrealized appreciation/depreciation from investments and foreign currency translations |
16,068,888 | |||
Change in unrealized appreciation/depreciation from affiliated investments |
991,936 | |||
Net increase in partners’ capital resulting from operations |
22,908,739 | |||
Partners’ capital at December 31, 2020 |
$ | 220,737,030 | ||
Contributions |
10,389,913 | |||
Withdrawals |
(25,659,300 | ) | ||
Net increase in partners’ capital resulting from operations: |
||||
Net investment loss |
(2,528,034 | ) | ||
Net realized gain from investments and foreign currency translations |
19,557,458 | |||
Net realized loss from affiliated investments |
(379,376 | ) | ||
Change in unrealized appreciation/depreciation from investments and foreign currency translations |
1,022,378 | |||
Change in unrealized appreciation/depreciation from affiliated investments |
(383,623 | ) | ||
Net increase in partners’ capital resulting from operations |
17,288,803 | |||
Partners’ capital at December 31, 2021 |
$ | 222,756,446 | ||
Contributions |
3,630 | |||
Withdrawals |
(1,892,716 | ) | ||
Net increase in partners’ capital resulting from operations: |
||||
Net investment loss |
(704,495 | ) | ||
Net realized gain from investments and foreign currency translations |
1,094,797 | |||
Net realized loss from affiliated investments |
(4,180,318 | ) | ||
Change in unrealized appreciation/depreciation from investments and foreign currency translations |
1,688,712 | |||
Change in unrealized appreciation/depreciation from affiliated investments |
3,336,398 | |||
Net increase in partners’ capital resulting from operations |
1,235,094 | |||
Partners’ capital at March 31, 2022 |
$ | 222,102,454 |
* |
The Fund has changed its fiscal year end from December 31 to March 31. This period represents the three-month period from January 1, 2022 to March 31, 2022. |
See accompanying notes to financial statements.
62
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Statement of Cash Flows
Period Ended |
Year Ended |
|||||||
Cash flows from operating activities: |
||||||||
Net increase in partners’ capital resulting from operations |
$ | 1,235,094 | $ | 17,288,803 | ||||
Adjustments to reconcile net increase in partners’ capital resulting from operations to net cash provided by operating activities: |
||||||||
Purchases of investments |
(7,721,835 | ) | (66,860,924 | ) | ||||
Proceeds from disposition of investments |
2,621,765 | 62,467,572 | ||||||
Proceeds from return of capital of investments |
3,257,169 | 25,459,937 | ||||||
Net realized gain from investments and foreign currency translations |
(1,094,797 | ) | (19,557,458 | ) | ||||
Net realized loss from affiliated investments |
4,180,318 | 379,376 | ||||||
Change in unrealized appreciation/depreciation from investments and foreign currency translations |
(1,688,712 | ) | (1,022,378 | ) | ||||
Change in unrealized appreciation/depreciation from affiliated investments |
(3,336,398 | ) | 383,623 | |||||
Change in operating assets and liabilities: |
||||||||
Receivable from investments sold |
5,401,045 | 1,588,258 | ||||||
Prepaids and other assets |
(13,286 | ) | (18,768 | ) | ||||
Investment Management Fees payable |
2,558 | 146,345 | ||||||
Payable to affiliate |
— | (305,353 | ) | |||||
Administration fees payable |
(72,408 | ) | 25,368 | |||||
Payable to Directors |
9,625 | 64,458 | ||||||
Accounts payable and accrued expenses |
12,493 | 55,849 | ||||||
Net cash provided by operating activities |
2,792,631 | 20,094,708 | ||||||
Cash flows from financing activities: |
||||||||
Payments to credit facility |
(886 | ) | (7,739,965 | ) | ||||
Contributions |
3,630 | 10,389,913 | ||||||
Withdrawals, net of change in withdrawals payable |
(542,056 | ) | (30,644,150 | ) | ||||
Net cash used in financing activities |
(539,312 | ) | (27,994,202 | ) | ||||
Effect of exchange rate changes in cash |
(11 | ) | 1,290 | |||||
Net change in cash, cash equivalents and restricted cash |
2,253,308 | (7,898,204 | ) | |||||
Cash, cash equivalents and restricted cash at beginning of period |
10,880,367 | 18,778,571 | ||||||
Cash, cash equivalents and restricted cash at end of period |
$ | 13,133,675 | $ | 10,880,367 | ||||
Supplemental schedule of cash activity: |
||||||||
Cash paid for interest |
$ | 25,677 | $ | 168,434 |
* |
The Fund has changed its fiscal year end from December 31 to March 31. This period represents the three-month period from January 1, 2022 to March 31, 2022. |
See accompanying notes to financial statements.
63
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements
March 31, 2022
(1) |
ORGANIZATION |
The Cypress Creek Private Strategies Master Fund, L.P. (the “Master Fund”), formerly known as Salient Private Access Master Fund, L.P., 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 attempts to achieve this objective through investments primarily in private assets globally and through access to private markets asset classes, investments, portfolio construction, and liquidity management. The Master Fund generally pursues the investment objective by allocating assets to investments, which include primary and secondary subscriptions or commitments to private partnerships managed by Investment Managers, as well as Direct Platforms (the “Investment Funds”), registered investment companies (including exchange-traded funds) and direct investments in marketable securities and derivative instruments
The Endowment Fund GP, L.P., a Delaware limited partnership, serves as the general partner of the Master Fund (the “General Partner”). To the fullest extent permitted by applicable law, the General Partner has irrevocably delegated to a board of directors (the “Board” and each member a “Director”) its rights and powers to monitor and oversee the business affairs of the Master Fund, including the complete and exclusive authority to oversee and establish policies regarding the management, conduct, and operation of the Master Fund’s business. A majority of the Directors are independent of the General Partner and its management. To the extent permitted by applicable law, the Board may delegate any of its rights, powers and authority to, among others, the officers of the Master Fund, the Adviser, or any committee of the Board.
The Board is authorized to engage an investment adviser, and pursuant to an investment management agreement, (the “Investment Management Agreement”), it has selected Endowment Advisers, L.P., d/b/a Cypress Creek Partners (the “Adviser”), to manage the Master Fund’s portfolio and operations. The Adviser is a Delaware limited partnership that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. 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.
Effective January 1, 2022, the fiscal year end for the Master Fund has been changed from December 31st to March 31st as approved by the Board by unanimous written consent in late-October 2021.
64
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
(2) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES |
(a) |
BASIS OF ACCOUNTING |
The accounting and reporting policies of the Master Fund conform with U.S. generally accepted accounting principles (“U.S. GAAP”). The accompanying financial statements reflect the financial position of the Master Fund and the results of its operations. The Master Fund is an investment company that follows the investment company accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “Financial Services-Investment Companies.”
(b) |
CASH EQUIVALENTS |
The Master Fund considers all unpledged temporary cash investments of sufficient credit quality with a maturity date at the time of purchase of three months or less to be cash equivalents.
(c) |
INVESTMENT SECURITIES TRANSACTIONS |
The Master Fund records investment transactions on a trade-date basis.
Investments that are held by the Master Fund, including those that have been sold short, are marked to fair value at the date of the financial statements, and the corresponding change in unrealized appreciation/depreciation is included in the Statement of Operations.
Investment fund distributions are recorded based on the detail provided with the distribution notice, as applicable. Realized gains or losses on the disposition of investments are accounted for based on the first in first out method.
(d) |
INVESTMENT VALUATION |
The valuation of the Master Fund’s investments is determined as of the close of business at the end of each reporting period, generally monthly. In general, the valuation of the Master Fund’s investments is calculated by UMB Fund Services, Inc., the Master Fund’s independent administrator (the “Administrator”).
The Board is responsible for overseeing the Master Fund’s valuation policies, making recommendations to the Board on valuation-related matters, and overseeing implementation by the Adviser of such valuation policies.
The Board has delegated day-to-day management of the valuation process to the Adviser, which has established a valuation committee (the “Adviser Valuation Committee”) to carry out this function. The Adviser Valuation Committee’s function, subject to the oversight of 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 March 31, 2022.
As a general principle, the fair valuation of an investment should reflect the amount that the Adviser’s Valuation Committee determines that the Master Fund might reasonably expect to receive for the security upon the orderly sale or redemption of the security, based on information available at the time that the Adviser’s Valuation Committee believes to be reliable. In the case of a security issued by an investment, this would typically be equal to the amount that the Master Fund might reasonably expect to receive from the investment if the Master Fund’s interest were redeemed on the date as of which it was valued. It is anticipated that the Adviser’s Valuation Committee will make this determination based on the valuation most recently provided by the investment in accordance with the policies
65
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
the Investment Manager has established, which may constitute the investment’s best estimate at the time based upon data then available, as well as any other relevant information reasonably available at the time of the valuation of the Master Fund’s portfolio.
Prior to the Master Fund making an investment, the Adviser’s Valuation Committee will conduct a due diligence review of the valuation methodologies used by the Investment Manager. As a general matter, investments selected by the Master Fund will use market value when available, and otherwise will use principles of fair value applied in good faith. The Adviser’s Valuation Committee will consider whether it is appropriate, in light of the relevant circumstances, to value Interests at the net asset value (“NAV”) as reported at the time of valuation, or whether to adjust such value to reflect a premium or discount.
The valuation procedures approved by the Board provide that, where deemed appropriate by the Adviser and consistent with the Investment Company Act, investments may be valued at cost. Cost would be used only when cost is determined to best approximate the fair value of the particular security under consideration. For example, cost may not be appropriate when the Master Fund is aware of sales of similar securities to third parties at different prices or in other circumstances where cost may not approximate fair value (which could include situations where there are no sales to third parties). In such a situation, the Master Fund’s investment will be revalued in a manner that the Adviser’s Valuation Committee, in accordance with the valuation procedures, determines in good faith best reflects fair value. Valuation methodologies which may be utilized include the public market methodology, private market methodology, analytical methodology (e.g., discounted cash flow analysis), and/or cost methodology. In addition, certain investments holding assets that may not vary widely on a near-term basis (for example, those holding certain private equity or real estate investments) may report values less frequently than other investments holding more liquid assets which may be anticipated to vary in value on a near-term basis. The Board will be responsible for ensuring that the valuation procedures are fair to the Master Fund and consistent with applicable regulatory guidelines.
Securities traded on one or more of the U.S. national securities exchanges, the Nasdaq Stock Market, or any foreign stock exchange will be valued based on their respective market price.
Debt instruments for which market quotations are readily available are typically valued based on such market quotations. In validating market quotations, the Valuation Committee considers different factors such as the source and the nature of the quotation in order to determine whether the quotation represents fair value. The Valuation Committee makes use of reputable financial information providers in order to obtain the relevant quotations.
For debt and equity securities which are not publicly traded or for which market prices are not readily available (unquoted investments) the fair value is determined in good faith. In determining the fair values of these investments, the Adviser’s Valuation Committee will typically apply widely recognized market and income valuation methodologies including, but not limited to, earnings and multiple analysis, discounted cash flow method and third-party valuations. In order to determine a fair value, these methods are applied to the latest information provided by the underlying portfolio companies or other business counterparties.
Due to the inherent uncertainty in determining the fair value of investments for which market values are not readily available, the fair values of these investments may fluctuate from period to period. In addition, such fair value may differ materially from the values that may have been used had a ready market existed for such investments and may significantly differ from the value ultimately realized by the Master Fund.
Assets and liabilities initially expressed in foreign currencies will be converted into U.S. Dollars using foreign exchange rates provided by a recognized pricing service.
66
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
While recent or planned transactions in primary and secondary investments in Investment Funds are considered as part of the determination of each investment’s fair value, generally the Investment Funds are valued based on the latest net asset value as reported by the third-party fund managers.
If the net asset value of an investment in a private markets fund is not available at the time the Master Fund is calculating its net asset value, the Fund will review any cash flows since the reference date of the last net asset value for a private markets fund received by the Fund from a third-party manager by (i) adding the nominal amount of the investment related capital calls and (ii) deducting the nominal amount of investment related distributions from the net asset value as reported by the Investment Manager.
(e) |
FOREIGN CURRENCY |
The accounting records of the Master Fund are maintained in U.S. dollars. Foreign currency amounts and investments denominated in a foreign currency, if any, are translated into U.S. dollar amounts at current exchange rates on the valuation date. Purchases and sales of investments denominated in foreign currencies are translated into U.S. dollar amounts at the exchange rate on the respective dates of such transactions. The Master Fund does not segregate the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and foreign currency translations reported in the Statement of Operations and Statements of Changes in Partners’ Capital.
(f) |
DERIVATIVE INSTRUMENTS |
All open derivative positions at period-end, if any, are presented in the Master Fund’s Schedule 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. |
67
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
● |
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. |
(g) |
COLLATERALIZED LOAN OBLIGATIONS |
The Master Fund’s collateralized loan obligation (“CLO”) equity investments involves a number of significant risks. CLO equity investments are typically very highly leveraged (nine to thirteen times) and therefore the equity tranches in which the Master Fund is currently invested are subject to a higher degree of risk of total loss. The Master Fund generally has the right to receive payments only from the CLO, and generally does not have the direct rights against the underlying borrowers or the entity that sponsored the CLO. The Master Fund indirectly bears the risks of the underlying loan investments or collateral held by the CLO. If an underlying asset of a CLO declines in price or fails to pay interest or principal when due because the issuer or debtor, as the case may be, experiences a decline in its financial status either or both of the Master Fund’s income and NAV may be adversely impacted.
(h) |
CFTC REGULATION |
On August 13, 2013, the Commodity Futures Trading Commission (“CFTC”) adopted rules to harmonize conflicting Securities and Exchange Commission (the “SEC”) and CFTC disclosure, reporting and recordkeeping requirements for RIC’s 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 March 31, 2022, the Master Fund is not considered a commodity pool and continues to rely on the fund of fund no-action relief.
68
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
(i) |
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.
(j) |
FUND EXPENSES |
Unless otherwise voluntarily or contractually assumed by the Adviser or another party, the Master Fund bears all expenses incurred in its business including, but not limited to, the following: all costs and expenses related to investment transactions and positions for the Master Fund’s account; legal fees; compliance fees; accounting, auditing and tax preparation fees; recordkeeping and custodial fees; costs of computing the Master Fund’s net asset value; fees for data and software providers; research expenses; costs of insurance; registration expenses; offering costs; expenses of meetings of partners; directors fees; all costs with respect to communications to partners; transfer taxes; offshore withholding taxes and taxes withheld on non-U.S. dividends; interest and commitment fees on loans and debit balances; and other types of expenses as may be approved from time to time by the Board.
(k) |
INCOME TAXES |
The Master Fund is organized and operates as a limited partnership and is not subject to income taxes as a separate entity. Such taxes are the responsibility of the individual partners. Accordingly, no provision for income taxes has been made in the Master Fund’s financial statements. Investments in foreign securities may result in foreign taxes being withheld by the issuer of such securities. For U.S. offshore withholding tax, the Master Fund serves as withholding agent for its offshore feeder funds.
For the current open tax years, and for all major jurisdictions, management of the Master Fund has evaluated the tax positions taken or expected to be taken in the course of preparing the Master Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained by the Master Fund upon challenge by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold and that would result in a tax benefit or expense to the Master Fund would be recorded as a tax benefit or expense in the current period. For the period ended March 31, 2022, 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.
(l) |
USE OF ESTIMATES |
The financial statements have been prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results may differ from those estimates and such differences may be significant.
(3) |
FAIR VALUE MEASUREMENTS |
The Master Fund defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions.
69
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
The inputs used to determine the fair value of the Master Fund’s investments are summarized in the three broad levels listed in the fair value hierarchy below:
● |
Level 1—unadjusted quoted prices in active markets for identical investments and registered investment companies where the value per share (unit) is determined and published and is the basis for current transactions for identical assets or liabilities at the valuation date |
● |
Level 2—investments with other significant observable inputs |
● |
Level 3—investments with significant unobservable inputs (which may include the Master Fund’s own assumptions in determining the fair value of investments) |
Changes in valuation techniques may result in transfers in or out of an assigned level within the fair value hierarchy. The Master Fund discloses transfers between levels based on valuations at the end of the reporting period. The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.
The Master Fund establishes valuation processes and procedures to ensure that the valuation techniques for investments categorized within Level 3 of the fair value hierarchy are fair, consistent, and appropriate. The Adviser is responsible for developing the Master Fund’s written valuation processes and procedures, conducting periodic reviews of the valuation policies, and evaluating the overall fairness and consistent application of the valuation policies. The Board has authorized the Adviser to oversee the implementation of the Board-approved valuation procedures by the Administrator. The Adviser Valuation Committee is comprised of various members of the Adviser’s team. The Adviser Valuation Committee generally meets on a monthly basis to determine the valuations of the Master Fund’s investments. The valuations are supported by methodologies adopted by the Adviser and documented in the Adviser’s valuation policy.
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 March 31, 2022 and assets valued at NAV as practical expedient are listed in a separate column to permit reconciliation to the totals in the financial statements:
Investments |
LEVEL 1 |
LEVEL 2 |
LEVEL 3 |
INVESTMENTS |
TOTAL |
|||||||||||||||
Hedge Fund |
||||||||||||||||||||
Event Driven |
$ | — | $ | — | $ | — | $ | 1,135,102 | $ | 1,135,102 | ||||||||||
Global Macro |
— | — | — | 5,885,130 | 5,885,130 | |||||||||||||||
Relative Value |
— | — | — | 32,364,842 | 32,364,842 | |||||||||||||||
Operating Companies |
||||||||||||||||||||
Buyout |
— | — | 602,900 | — | 602,900 | |||||||||||||||
Growth Equity |
— | — | 618,200 | — | 618,200 | |||||||||||||||
Other Securities |
||||||||||||||||||||
Securities |
409,429 | 1,775,000 | — | — | 2,184,429 |
70
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
Investments (continued) |
LEVEL 1 |
LEVEL 2 |
LEVEL 3 |
INVESTMENTS |
TOTAL |
|||||||||||||||
Private Equity |
||||||||||||||||||||
Buyout |
$ | — | $ | — | $ | — | $ | 28,877,844 | $ | 28,877,844 | ||||||||||
Growth Equity |
— | — | — | 39,016,308 | 39,016,308 | |||||||||||||||
Private Debt |
— | — | — | 22,586,879 | 22,586,879 | |||||||||||||||
Venture Capital |
— | — | — | 30,075,640 | 30,075,640 | |||||||||||||||
Real Assets |
||||||||||||||||||||
Infrastructure |
— | — | — | 14,041,287 | 14,041,287 | |||||||||||||||
Natural Resources |
— | — | — | 20,286,034 | 20,286,034 | |||||||||||||||
Real Estate |
— | — | — | 13,033,588 | 13,033,588 | |||||||||||||||
Total |
$ | 409,429 | $ | 1,775,000 | $ | 1,221,100 | $ | 207,302,654 | $ | 210,708,183 |
A reconciliation of assets in which Level 3 inputs are used in determining fair value, along with additional quantitative disclosures, are presented when there are significant Level 3 investments at the end of the period. As of March 31, 2022, there was not a significant amount of Level 3 investments in the Master Fund.
The Master Fund is permitted to invest in alternative investments that may not have a readily determinable fair value. For an investment that does not have a readily determinable fair value, the Master Fund uses the NAV reported by the Investment Fund as a practical expedient, without further adjustment, unless it is probable that the investment will be sold at a value significantly different than the reported NAV. If the practical expedient NAV is not as of the reporting entity’s measurement date, then the NAV is adjusted to reflect any significant events that would materially affect the value of the investment and the NAV of the Master Fund as of the valuation date.
Investment Funds in which the Master Fund invests generally have limitations on liquidity which may result in limitations on redemptions/liquidity. Generally, Investment Funds held by the Master Fund do not provide formal withdrawal rights and are considered self-liquidating vehicles. Certain investments held by the Master Fund offer withdrawal rights ranging from monthly to annually, whereby, following a prescribed notice period, an investor may redeem all or a portion of its capital investment. A listing of the categories of investments held by the Master Fund (and their respective redemption-related attributes) as of March 31, 2022, is shown in the table below.
Investment Category |
Investment Strategy |
Fair Value |
Unfunded |
Remaining |
Redemption |
Notice Period |
Redemption |
||||||||||||||||||
Buyout (a) |
Strategy targeting investments in established companies |
$ | 28,878 | $ | 29,632 | Up to 10 years (plus extensions) | N/A | N/A | Up to 10 years (plus extensions) | ||||||||||||||||
Event-Driven (b) |
Strategy seeking to exploit pricing inefficiencies |
1,135 | 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 |
71
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
continued |
|||||||||||||||||||||||||
Investment Category |
Investment Strategy |
Fair Value |
Unfunded |
Remaining Life* | Redemption |
Notice Period |
Redemption |
||||||||||||||||||
Global Macro (c) |
Strategy seeking to aim to profit from changes in global economies |
$ | 5,885 | 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 | |||||||||||||||||
Growth Equity (d) |
Strategy seeking to acquire significant minority positions in companies |
39,016 | 4,168 | Up to 10 years (plus extensions) | N/A | N/A | Up to 10 years (plus extensions) | ||||||||||||||||||
Infrastructure (e) |
Strategy providing exposure to location-specific, monopolistic assets and companies with cash flow visibility |
14,041 | 8,937 | Up to 10 years (plus extensions) | N/A | N/A | Up to 10 years (plus extensions) | ||||||||||||||||||
Natural Resources (f) |
Strategy providing exposure to/in relation to the production of key raw materials |
20,286 | 14,370 | Up to 10 years (plus extensions) | N/A | N/A | Up to 10 years (plus extensions) | ||||||||||||||||||
Private Debt (g) |
Strategy involving investments in debt-oriented strategies |
22,587 | 4,312 | Up to 10 years (plus extensions) | N/A | N/A | Up to 10 years (plus extensions) | ||||||||||||||||||
Real Estate (h) |
Strategy investing in land, structures, and other related assets |
13,034 | 2,031 | Up to 10 years (plus extensions) | N/A | N/A | Up to 10 years (plus extensions) | ||||||||||||||||||
Relative Value (i) |
Strategy seeking to generate profits by capturing the spread between securities |
32,365 | 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 | ||||||||||||||||||
Venture Capital (j) |
Strategy providing exposure to new/growing businesses |
30,076 | 798 | Up to 10 years (plus extensions) | N/A | N/A | Up to 10 years (plus extensions) | ||||||||||||||||||
$ | 207,303 | $ | 64,248 |
* |
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 investments in established companies, often with the intention of improving operations and/or financial performance. Investments often involves the use of leverage. In addition, buyouts could include situations where there is a need to revitalize companies with poor financial performance or those that are experiencing operational difficulties |
72
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
(b) |
This category includes investment strategies which seek to exploit pricing inefficiencies preceding or following corporate events such as bad news, distressed situations, mergers & acquisitions, recapitalizations, or spin-offs. |
(c) |
This category includes investment strategies which aim to profit from changes in global economies, typically brought about by shifts in government policy that impact interest rates, in turn affecting currency, stock and bond markets. These strategies have the flexibility to participate in all major markets – equities, bonds, currencies, commodities, futures, and exchange-traded funds. |
(d) |
This category includes investments which typically involves acquiring significant minority positions in companies without the use of leverage. This category of investments include revenue-producing investee companies which are in a maturation stage with significant scope for growth and generally targets mid-to-long term investment horizons, similar to those seen with buyout funds. |
(e) |
This category includes investments which provide exposure to location-specific, monopolistic assets and companies which have cash flow visibility from primarily the essential services provided to society. Assets may generate predictable cash flows via contracts or concessions, which typically have a direct or indirect link to realized inflation. These investments include core, core-plus, debt, opportunistic, and value-added opportunities. |
(f) |
This category includes investments which provide exposure to the production or aspects related to the production of key raw materials, including agriculture, energy, metals and mining, timberland, and water. |
(g) |
This category includes investments in debt-oriented strategies which aim to capture additional premiums and other correlations compared to traditional fixed income strategies. In addition, private debt will typically have a shorter duration profile than other private investments. |
(h) |
This category includes investments such as land and structures across industrial, residential, office, hospitality, retail, and other sectors across core, core-plus, debt, distressed, opportunistic, and value-added opportunities. |
(i) |
This category includes investment strategies which seek to generate profits by capturing the spreads between securities. Relative value funds often seek to use leverage to amplify their returns, including through the use of margin financing. |
(j) |
This category includes investments which provide capital to new or growing businesses from early to expansion stage with perceived long-term growth potential. |
The Adviser monitors Investment Fund capital call activity and reviews regularly the Master Fund’s cash positions and anticipated activity, including planning any necessary redemptions of Investment Funds and the possible use of a credit facility, so that the Master Fund may cover any funding call by Investment Funds.
The following is a summary of the fair value as percentage of partners’ capital, and liquidity provisions for Investment Funds constituting greater than 5% of the Master Fund’s partners’ capital as of March 31, 2022:
Limited |
Fair Value |
Investment Strategy |
Does the Underlying Portfolio Fund |
Redemption |
Redemption |
Anomaly Capital, LP |
8.01% |
Anomaly Capital, LP, is a hedge fund seeking to generate attractive, risk-adjusted returns via a longshort equity strategy |
Yes |
Quarterly |
2-year soft lockup period (7% fee) |
73
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
(4) |
PARTNERS’ CAPITAL ACCOUNTS |
(a) |
ISSUANCE OF INTERESTS |
Upon receipt from an eligible investor of an initial or additional application for interests (the “Interests”), which will generally be accepted as of the first day of each month, the Master Fund will issue new Interests. The Interests have not been registered under the Securities Act, or the securities laws of any state. The Master Fund issues Interests only in private placement transactions in accordance with Regulation D or other applicable exemptions under the Securities Act. No public market exists for the Interests, and none is expected to develop. The Master Fund is not required, and does not intend, to hold annual meetings of its partners. The Interests are subject to substantial restrictions on transferability and resale and may not be transferred or resold except as permitted under the Master Fund’s limited partnership agreement. The Master Fund reserves the right to reject any applications for subscription of Interests.
(b) |
ALLOCATION OF PROFITS AND LOSSES |
For each fiscal period, generally monthly, net profits or net losses of the Master Fund are allocated among and credited to or debited against the capital accounts of all partners as of the last day of each fiscal period in accordance with the partners’ respective capital account ownership percentage for the fiscal period. Net profits or net losses are measured as the net change in the value of the partners’ capital of the Master Fund, including any change in unrealized appreciation or depreciation of investments and income, net of expenses, and realized gains or losses during a fiscal period. Net profits or net losses are allocated after giving effect for any initial or additional applications for Interests, which generally occur at the beginning of the month, or any repurchases of Interests.
(c) |
REPURCHASE OF INTERESTS |
A partner will not be eligible to have the Master Fund repurchase all or any portion of an Interest at the partner’s discretion at any time. Periodically, the Adviser recommends to the Board that the Master Fund offer to repurchase Interests during the period, 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.
In late-2021, the Master Fund entered into a transition period of up to three years, during which time the Master Fund will offer limited liquidity (“Transition”). Specifically, the Adviser intends to recommend one annual tender offer per year during the Transition, subject to Board approval, which is intended to meet certain cash related needs, including required minimum distributions. Following the completion of the Transition, the Adviser intends to recommend market levels of liquidity, including (i) the reinstatement of regularly scheduled tender offers, (ii) an estimated annual dividend yield with a dividend reinvestment plan (“DRIP”) option, and (iii) a recurring small account liquidation program to mandatorily redeem small accounts on a periodic basis.
At the February 3, 2022 Board Meeting, the Board approved the ability of certain feeder funds of the Master Fund to complete mandatory repurchases of accounts of limited partners who will not meet the Master Fund’s eligibility requirements subsequent to April 1, 2022 (the “Mandatory Repurchase”) and for the Master Fund to complete repurchases of its Interests from the feeder funds in corresponding amounts.
To facilitate the Mandatory Repurchase by the feeder funds, the Master Fund repurchased approximately 0.57% of outstanding Interests from the feeder funds as of March 31, 2022.
74
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
(5) |
INVESTMENTS IN PORTFOLIO SECURITIES |
(a) |
INVESTMENT ACTIVITY |
As of March 31, 2022, 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 period ended March 31, 2022, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were $7,721,835 and $2,621,765 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 of investments and securities as of March 31, 2022, was $196,716,610 resulting in accumulated net unrealized appreciation of $13,991,573 consisting of 66,615,426 in gross unrealized appreciation and ($52,623,853) in gross unrealized depreciation.
(b) |
AFFILIATED INVESTMENTS |
As of March 31, 2022, certain of the Master Fund’s investments were deemed to be investments in affiliated issuers under the 1940 Act, primarily because the Master Fund owns 5% or more of the investment’s total capital. The activity resulting from investments in these investments, 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 investments (including activity for the period ended March 31, 2022) is shown below:
Affiliated Investment |
Shares |
Shares |
Fair Value |
Cost of |
Proceeds |
Realized Gain |
Change in |
Fair Value |
Interest |
|||||||||||||||||||||||||||
Ownership exceeds 5% of the investment’s capital: |
||||||||||||||||||||||||||||||||||||
Alloy Merchant Partners, L.P. |
$ | 910,816 | $ | — | $ | (251,357 | ) | $ | — | $ | (43,781 | ) | $ | 615,678 | $ | 24,686 | ||||||||||||||||||||
Colbeck Strategic Lending Onshore Feeder, LP |
4,093,409 | 259,162 | (49,431 | ) | (332,618 | ) | (123,447 | ) | 3,847,075 | — | ||||||||||||||||||||||||||
Credit Distressed Blue Line Fund, L.P. |
627,281 | — | — | (3,847,700 | ) | 3,220,419 | — | — | ||||||||||||||||||||||||||||
KF Partner Investments Fund III LP |
1,807,194 | 153,170 | — | — | (10,001 | ) | 1,950,363 | — | ||||||||||||||||||||||||||||
Milton ZXP LLC - Class A Units |
6,029 | 6,029 | 602,900 | — | — | — | — | 602,900 | — | |||||||||||||||||||||||||||
ORBIS Real Estate Fund I |
388,886 | — | — | — | (2,100 | ) | 386,786 | — | ||||||||||||||||||||||||||||
PIPE Equity Partners, LLC |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
PIPE Select Fund, LLC |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Strattam Capital Investment Fund III, L.P. |
— | 18,898 | — | — | (18,898 | ) | — | — | ||||||||||||||||||||||||||||
Viburnum Equity 4, LP |
— | 5,530,305 | — | — | 322,121 | 5,852,426 | — | |||||||||||||||||||||||||||||
Total |
8,430,486 | 5,961,535 | (300,788 | ) | (4,180,318 | ) | 3,344,313 | 13,255,228 | 24,686 |
75
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
Affiliated Investment |
Shares |
Shares |
Fair Value |
Cost of |
Proceeds |
Realized Gain |
Change in |
Fair Value |
Interest |
|||||||||||||||||||||||||||
Ownership exceeds 25% of the investment’s capital: |
||||||||||||||||||||||||||||||||||||
Allied Strategic Partners Fund I-A, LP |
$ | 8,793,288 | $ | 640 | $ | — | $ | — | $ | (3,172 | ) | $ | 8,790,756 | $ | — | |||||||||||||||||||||
Rosebrook 2018 Co-Invest I, L.P. |
1,132,430 | — | — | — | (4,743 | ) | 1,127,687 | — | ||||||||||||||||||||||||||||
Total |
9,925,718 | 640 | — | — | (7,915 | ) | 9,918,443 | — | ||||||||||||||||||||||||||||
Total Affiliated Investment |
$ | 18,356,204 | $ | 5,962,175 | $ | (300,788 | ) | $ | (4,180,318 | ) | $ | 3,336,398 | $ | 23,173,671 | $ | 24,686 |
* |
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 period ended March 31, 2022, was $42,671, $14,297 was outstanding as a payable at March 31, 2022.
76
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
(8) |
RELATED PARTY TRANSACTIONS |
(a) |
MANAGEMENT FEE |
In consideration of the advisory and other services provided by the Adviser to the Master Fund, the Master Fund pays the Adviser a management fee (the “Management Fee”). The Management Fee is equal to the fee schedule below on an annualized basis of the Master Fund’s partners’ capital based on the Master Fund’s partners’ capital at the end of each month, payable quarterly in arrears:
Partners’ Capital: |
Management Fee |
|||
First $150 million |
1.00% | |||
Next $250 million (up to $400 million) |
0.90% | |||
Next $300 million (up to $700 million) |
0.80% | |||
Next $300 million (up to $1,000 million) |
0.70% | |||
Next $250 million (up to $1,500 million) |
0.60% | |||
Amounts in excess of $1,500 million |
0.50% |
The 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 period ended March 31, 2022, $541,771 was incurred for Management Fees, $181,784 was outstanding as a payable at March 31, 2022.
(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 March 31, 2022, the two largest non-affiliated sub-placement agents service approximately 36.74% 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.
77
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
The Master Fund entered into a line of credit agreement (the “Credit Agreement”) with Credit Suisse AG on August 1, 2018. Effective June 25, 2021, the Credit Agreement was extended for an additional one year term expiring on July 27, 2022. The terms of the Credit Agreement provide a $12,500,000 secured revolving credit facility. Borrowings under the Credit Agreement are secured by all of the Master Fund’s investments, cash and cash equivalents. The Credit Agreement provides for a commitment fee of 0.85% per annum on unused capacity plus interest accruing on any borrowed amounts at the three month London Interbank Offered Rate (“LIBOR”) plus 1.85% per annum as defined in the Credit Agreement. At March 31, 2022, the outstanding balance was $9,149.
(10) |
FINANCIAL HIGHLIGHTS |
Period Ended |
Year Ended |
Year Ended |
Year Ended |
Year Ended |
Year Ended |
|||||||||||||||||||
Net investment loss to average partners’ capital (1) |
(1.28 | )% | (1.13 | )% | (1.05 | )% | (0.72 | )% | (0.96 | )% | (1.72 | )% | ||||||||||||
Expenses to average partners’ capital (1),(2) |
1.63 | % | 1.69 | % | 1.67 | % | 2.06 | % | 2.47 | % | 2.60 | % | ||||||||||||
Portfolio turnover |
1.25 | % | 29.70 | % | 7.58 | % | 9.16 | % | 17.39 | % | 11.07 | % | ||||||||||||
Total return (3) |
0.55 | % | 7.96 | % | 11.62 | % | 3.38 | % | 0.45 | % | 5.49 | % | ||||||||||||
Partners’ capital, end of period (000s) |
$ | 222,102 | $ | 222,756 | $ | 220,737 | $ | 221,383 | $ | 240,264 | $ | 268,608 |
An investor’s return (and operating ratios) may vary from those reflected based on the timing of capital transactions.
* |
The Master Fund has changed its fiscal year end from December 31 to March 31. This period represents the 3-month period from January 1, 2022 to March 31, 2022. |
(1) |
Ratios are calculated by dividing the indicated amount by average partners’ capital measured at the end of each month during the period. Ratios are annualized for periods less than 12 months. |
(2) |
Expense ratios do not include expenses of acquired funds that are paid indirectly by the Master Fund as a result of its ownership in the underlying funds. |
(3) |
The total return of the Master Fund is calculated as geometrically linked monthly returns for each month in the period, not annualized for periods less than 12 months. |
(11) |
INVESTMENT-RELATED RISKS |
All securities investing and trading activities risk the loss of capital. No assurance can be given that the Master Fund’s or any Investment Fund’s investment activities will be successful or that the Partners will not suffer losses.
In general, these principal risks exist whether the investment is made by an Investment Fund or held by the Master Fund directly and therefore for convenience purposes, the description of such risks in terms of an Investment Fund is intended to include the same risks for investments made directly by the Master Fund. It is possible that an Investment Fund (or the Master Fund) will make (or hold) an investment that is not described below, and any such investment will be subject to its own particular risks. For purposes of this discussion, references to the activities of the Investment Funds should generally be interpreted to include the activities of an Investment Manager. The risks and considerations described below are intended to reflect the Master Fund’s anticipated holdings.
78
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
(a) |
SECONDARY INVESTMENT RISK |
The overall performance of the Master Fund’s secondary investments will depend in large part on the acquisition price paid, which may be negotiated based on incomplete or imperfect information. Certain secondary investments may be purchased as a portfolio, and in such cases the Fund may not be able to exclude from such purchases those investments that the Adviser considers (for commercial, tax, legal or other reasons) less attractive. Where the Master Fund acquires an interest as a secondary investment, the Master Fund will generally not have the ability to modify or amend such Investment’s constituent documents (e.g., limited partnership agreements) or otherwise negotiate the economic terms of the interests being acquired. In addition, the costs and resources required to investigate the commercial, tax and legal issues relating to secondary investments may be greater than those relating to primary investments.
(b) |
SECONDARY INVESTMENTS INVOLVING SYNDICATES RISK |
The Master Fund may acquire secondary investments as a member of a purchasing syndicate, in which case the Fund may be exposed to additional risks including (among other things): (i) counterparty risk or the risk that a syndicate member will not perform its contractual obligations, (ii) reputation risk or the risk that the Master Fund may suffer damage to its reputation), (iii) breach of confidentiality by a syndicate member and (iv) execution risk or the risk of financial loss if a transaction is not executed appropriately.
(c) |
HIGHLY VOLATILE MARKETS RISK |
The prices of an Investment Fund’s underlying investments, and therefore the NAV of the Master Fund’s interests, can be highly volatile. Price movements of forward contracts, futures contracts, and other derivative contracts in which an investment or the Master Fund may invest are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies, financial instruments and interest rate-related futures and options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Moreover, since internationally there may be less government supervision and regulation of worldwide stock exchanges and clearinghouses than in the U.S., investments also are subject to the risk of the failure of the exchanges on which their positions trade or of their clearinghouses, and there may be a higher risk of financial irregularities and/or lack of appropriate risk monitoring and controls.
(d) |
PREPAYMENT AND EXTENSION RISK |
Due to a decline in interest rates or an excess in cash flow, borrowers may pay back principal before the market anticipates such payments. As a result, the Master Fund may have to reinvest the proceeds in an investment offering a lower yield, may not benefit from any increase in value that might otherwise result from declining interest rates and may lose any premium it paid to acquire the security. Higher interest rates generally result in slower payoffs, which effectively increase duration, heighten interest rate risk, and increase the Master Fund’s potential for price declines. The prices of variable and floating rate securities (including loans) can be less sensitive to prepayment risk.
(e) |
FIXED INCOME RISK |
The market value of fixed income investments changes in response to interest rate changes and other factors. During periods of rising interest rates, the values of outstanding fixed income securities generally decrease. Moreover, while securities with longer maturities tend to produce higher yields, the prices of longer maturity securities are also subject
79
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
to greater market value fluctuations as a result of changes in interest rates. During periods of falling interest rates, certain debt obligations with high interest rates may be prepaid (or “called”) by the issuer prior to maturity. This may cause the weighted average weighted maturity of investments to fluctuate and may require investments to invest the resulting proceeds at lower interest rates. Income from the investment’s debt securities portfolio will decline if and when the investment invests the proceeds from matured, traded or called securities in securities with market interest rates that are below the current earnings rate of the investment’s portfolio. A rise in interest rates may also increase volatility and reduce liquidity in the fixed income markets, and result in a decline in the value of the fixed income investments held by Investments. Reductions in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets.
In addition, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Master Fund invests, which in turn could negatively impact the Master Fund’s performance and cause losses on your investment in the Master Fund. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken worldwide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. The impact of the COVID-19 pandemic may be short term or may last for an extended period of time, and in either case could result in a substantial economic downturn or recession. As a result of these market conditions, the Master Fund’s NAV may fluctuate. Fixed income securities may also be subject to credit risk, which is the possibility that an issuer will be unable or unwilling to make timely payments of either principal or interest. Changes in the actual or perceived creditworthiness of an issuer, factors affecting an issuer directly (such as management changes, labor relations, collapse of key suppliers or customers, or material changes in overhead), factors affecting the industry in which a particular issuer operates (such as competition or technological advances) and changes in general social, economic or political conditions can increase the risk of default by an issuer, which can affect a security’s credit quality or value. Since the Master Fund and investments may purchase securities backed by credit enhancements from banks and other financial institutions, changes in the credit ratings of these institutions could cause the Master Fund to lose money and may affect the Fund’s NAV. Moreover, in order to enforce its rights in the event of a default, bankruptcy or similar situation, the Master Fund may be required to retain legal or similar counsel, which may increase the Master Fund’s operating expenses and adversely affect the Master Fund’s NAV.
(f) |
FOREIGN CURRENCY TRANSACTIONS AND EXCHANGE RATE RISK |
Investments and the Master Fund may invest in equity and equity-related securities denominated in non-U.S. currencies and in other financial instruments, the price of which is determined with reference to such currencies. investments may engage in foreign currency transactions for a variety of purposes, including to “lock in” the U.S. dollar price of the security, between the trade and the settlement dates, the value of a security an investment has agreed to buy or sell, or to hedge the U.S. dollar value of securities the investment already owns. The investments also may engage in foreign currency transactions for non-hedging purposes to generate returns. The Master Fund will, however, value its investments and other assets in U.S. dollars. To the extent unhedged, the value of the Master Fund’s net assets will fluctuate with U.S. dollar exchange rates as well as with price changes of an investment’s investments in the various local markets and currencies. Forward currency contracts and options may be utilized by Investments to hedge against currency fluctuations, but the investments are not required to utilize such techniques, and there can be no assurance that such hedging transactions will be available or, even if undertaken, effective.
80
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
(g) |
CORPORATE EVENT RISK |
Substantial transaction failure risks are involved in companies that are the subject of publicly disclosed mergers, takeover bids, exchange offers, tender offers, spin-offs, liquidations, corporate restructuring, and other similar transactions. Similarly, substantial risks are involved in investments in companies facing negative publicity or uncertain litigation. Thus, there can be no assurance that any expected transaction will take place, that negative publicity will not continue to affect a company or that litigation will be resolved in a company’s favor. Certain transactions are dependent on one or more factors to become effective, such as market conditions which may lead to unexpected positive or negative changes in a company profile, shareholder approval, regulatory and various other third party constraints, changes in earnings or business lines or shareholder activism as well as many other factors. No assurance can be given that the transactions entered into will result in a profitable investment for the investments or that the investments will not incur substantial losses.
(h) |
ISSUER RISK |
The issuers of securities acquired by investments sometimes involve a high degree of business and financial risk. These companies may be in an early stage of development, may not have a proven operating history, may be operating at a loss or have significant variations in operating results, may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence, may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position, or may otherwise have a weak financial condition.
Issuers of securities acquired by Investments may be highly leveraged. Leverage may have important adverse consequences to these companies and an Investment as an investor. These companies may be subject to restrictive financial and operating covenants. The leverage may impair these companies’ ability to finance their future operations and capital needs. As a result, these companies’ flexibility to respond to changing business and economic conditions and to business opportunities may be limited. A leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.
In addition, such companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel.
(i) |
MODEL AND DATA RISK |
Some investments, and the Adviser with regard to certain investments, may rely on quantitative models (both proprietary models developed by the Adviser, and those supplied by third party vendors) and information and data supplied by third party vendors (“Models and Data”). Models and Data are used to construct sets of transactions and investments and to provide risk management insights.
When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon expose the Fund to potential risks. The success of relying on such models may depend on the accuracy and reliability of historical data supplied by third party vendors.
All models rely on correct market data inputs. If incorrect market data is entered into even a well-founded model, the resulting information will be incorrect. However, even if market data is input correctly, “model prices” will often differ substantially from market prices, especially for securities with complex characteristics, such as derivative securities.
81
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Notes to Financial Statements, continued
March 31, 2022
(j) |
PROGRAMMING AND MODELING ERROR RISK |
The research and modeling process engaged in by some Investment Managers and in certain cases by the Adviser is extremely complex and involves financial, economic, econometric and statistical theories, research and modelling; the results of that process must then be translated into computer code. Although the Adviser seeks to hire individuals skilled in each of these functions and to provide appropriate levels of oversight, the complexity of the individual tasks, the difficulty of integrating such tasks, and the limited ability to perform “real world” testing of the end product raises the chances that the finished model may contain an error; one or more of such errors could adversely affect the Master Fund’s performance.
(12) |
PANDEMICS AND ASSOCIATED ECONOMIC DISRUPTION |
An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in late 2019 and subsequently spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, changes to healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general concern and economic uncertainty. The impact of this coronavirus may be short-term or may last for an extended period of time and has resulted in substantial economic downturn. Health crises caused by outbreaks of disease, such as the coronavirus outbreak, may exacerbate other pre-existing political, social and economic risks This outbreak, and other epidemics and pandemics that may arise in the future, could continue to negatively affect the global economy, as well as the economies of individual countries , individual companies and the market in general in significant and unforeseen ways. For example, a widespread health crisis such as a global pandemic could cause substantial market volatility, exchange trading suspensions and closures, and impact the Master Fund’s ability to complete repurchase requests. Any such impact could adversely affect the Master Fund’s performance, the performance of the securities in which the Master Fund invests, lines of credit available to the Master Fund, and may lead to losses on your investment in the Master Fund. In addition, the increasing interconnectedness of markets around the world may result in many markets being affected by events or conditions in a single country or region or events affecting a single or small number of issuers.
(13) |
SUBSEQUENT EVENTS |
Management of the Master Fund has evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no adjustments were required to the financial statements as of March 31, 2022.
Beginning April 1, 2022, the Adviser is eligible to receive an incentive fee from the Master Fund representing 10% of the return of the Master Fund in excess of a 6% net return annually.
82
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information
March 31, 2022
(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 Cypress Creek Private Strategies Master Fund, L.P., the Cypress Creek Private Strategies Registered Fund, L.P., the Cypress Creek Private Strategies Institutional Fund, L.P, and the Cypress Creek Private Strategies TEI Fund, L.P., together pay each of the Directors who is not an “interested person” of the Adviser, as defined in the 1940 Act (the “Independent Directors”) an annual retainer of $35,000 paid quarterly. There are currently four Independent Directors. In the interest of retaining Independent Directors of the highest quality, the Board intends to periodically review such compensation and may modify it as the Board deems appropriate.
The table below shows, for each Director and executive officer, their full name, address and age, the position held with the Fund, the length of time served in that position, their principal occupation during the last five years, and other directorships held by such Director. The address of each Director and officer is c/o Cypress Creek Private Strategies Funds, 712 W. 34th Street, Suite 201, Austin, TX 78705.
Interested Director
Name and Year of Birth |
Position(s) |
Principal |
Number of |
Other Directorships |
William P. Prather, III |
Director, Principal Executive Officer (Since 2021) |
University of Texas / Texas A&M Investment Management Company (Endowment – Investment Management) – Head of Infrastructure and Natural Resources (2014-2019); Cypress Creek Partners (Investment Management) – Chief Investment Officer and Founding Partner (2019-Current) |
7 |
MTi Group Ltd (Director) from 2019 to Current |
(1) |
The ‘Fund Complex’ for the purpose of this table consists of The Endowment PMF Funds (three funds) and Cypress Creek Private Strategies Funds (four funds) with all funds in the Fund Complex being advised by the Adviser. |
83
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
March 31, 2022
(Unaudited)
Independent Directors
Name and Year of Birth |
Position(s) |
Principal |
Number of |
Other Directorships |
Graeme Gunn |
Director (Since 2021) |
SL Capital Partners LLP; Partner |
7 |
3 Bridges Capital; Director; |
Victor L. Maruri |
Director (Since 2021) |
Managing Partner, HCP Management Co., LLC (investment company) |
7 |
Career Training Academy (trade school) (2011-2020 Taylor College Inc. (trade school) (2013-2021) MIAT College, Inc. (2014-2021) (trade school) HPE II (investment company) (since 2008), HCP ED Holdings) holding company) (since 2010) |
David Munoz |
Director (Since 2021) |
President and CEO of financial services company. Advisor to multiple financial services companies. |
7 |
Deltec International Group; Deltec Bank & Trust Limited; International Financial Services Group Limited; International Financial Services Group SA/CV; Deltec Investment Advisers Limited; Deltec Fund Services; Deltec U.S. Holdings Inc.; Deltec Wealth Management LLC; Deltec Securities Ltd.; Deltec Capital Limited; Long Cay Captive Insurance Management; Halcyon Life Insurance Limited.; Access Personal Finance LLC; Global Clearing & Settlement Assurance LLC |
84
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
March 31, 2022
(Unaudited)
Name and Year of Birth |
Position(s) |
Principal |
Number of |
Other Directorships |
Carl Weatherley-White |
Director (Since 2021) |
Managing Director, Advantage Capital (investment company) (since 2019); Chief Executive, Hoosier Solar Holdings, LLC (solar development company) (Since 2020); Chief Executive, VivoPower Holdings (solar development company) (from 2016 to 2019). |
7 |
VivoPower International, October 4, 2017 to December 28, 2017 |
(1) |
The ‘Fund Complex’ for the purpose of this table consists of The Endowment PMF Funds (three funds) and Cypress Creek Private Strategies Funds (four funds) with all funds in the Fund Complex being advised by the Adviser. |
Officers of the Fund Who Are Not Directors *
Name and Year of Birth |
Position(s) Held with the Fund |
Principal Occupation(s) During the Past 5 Years |
Benjamin Murray |
Principal Financial Officer & Chief Compliance Officer (Since 2021) |
Director/Head of Operational Due Diligence – University of Texas/Texas A&M Investment Management Company (2016-2020); Chief Operating Officer – Cypress Creek Partners (2020-2021) |
Richard Rincon |
Vice President, Secretary, and Treasurer (Since 2021) |
Senior Director – University of Texas/Texas A&M Investment Management Company (2014-2020); Founding Partner – Cypress Creek Partners (2020-2021) |
85
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Supplemental Information, continued
March 31, 2022
(Unaudited)
Allocation of Investments
The following chart indicates the allocation of investments among the asset classes in the Master Fund as of March 31, 2022.
Asset Class(1) |
Fair Value |
% |
||||||
Buyout |
$ | 29,480,744 | 13.99 | |||||
Event Driven |
1,135,102 | 0.54 | ||||||
Global Macro |
5,885,130 | 2.79 | ||||||
Growth Equity |
39,634,508 | 18.81 | ||||||
Infrastructure |
14,041,287 | 6.66 | ||||||
Natural Resources |
20,286,034 | 9.63 | ||||||
Private Debt |
22,586,879 | 10.72 | ||||||
Real Estate |
13,033,588 | 6.19 | ||||||
Relative Value |
32,364,842 | 15.36 | ||||||
Securities |
2,184,429 | 1.04 | ||||||
Venture Capital |
30,075,640 | 14.27 | ||||||
Total Investments |
$ | 210,708,183 | 100.00 |
(1) |
The complete list of investments included in the following asset class categories is included in the Schedule of Investments of the Master Fund. |
Form N-PORT Filings
The Master Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Master Fund’s Form N-PORT’s are available on the SEC’s website at http://www.sec.gov.
Proxy Voting Policies
A description of the policies and procedures that the Master Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling 1-800-725-9456; and (ii) on the Securities and Exchange Commission website at http://www.sec.gov.
Information regarding how the Master Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request, by calling 1-800-725-9456; and (ii) on the Securities and Exchange Commission website at http://www.sec.gov.
Additional Information
The Master Fund’s registration statement includes additional information about Directors of the Master Fund. The registration statement is available, without charge, upon request by calling 1-800-725-9456.
86
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Privacy Policy
(Unaudited)
FACTS |
WHAT DOES CYPRESS CREEK PARTNERS1 (“CCP”) DO WITH YOUR PERSONAL INFORMATION? |
||
WHY? |
Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
||
WHAT? |
The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social security number ● Income ● Assets ● Account balances ● Wire transfer instructions ● Transaction history When you are no longer our customer, we continue to share information about you as described in this notice. |
||
HOW? |
All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons CCP chooses to share; and whether you can limit this sharing. |
||
Reasons we can share your personal information |
Does CCP Share? |
Can you limit this sharing? |
|
For our everyday business purposes - |
Yes |
No |
|
For our marketing purposes - |
Yes |
No |
|
For joint marketing with other financial companies |
No |
We do not share |
|
For our affiliates’ everyday business purposes - |
No |
We do not share |
|
For our affiliates’ everyday business purposes – |
No |
We do not share |
|
For non-affiliates to market to you |
No |
We do not share |
|
Questions? |
Call CCP at (512) 660-5146 |
1 |
Endowment Advisers, L.P., d/b/a Cypress Creek Partners |
87
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Privacy Policy
(Unaudited)
Page 2 |
|
Who we are |
|
Who is providing this notice? |
This notice pertains to CCP, the registered and private funds it manages (as follows), and each funds’ general partner. ● The Endowment PMF Master Fund, L.P. ● The PMF Fund, L.P. ● PMF TEI Fund, L.P. ● PMF Offshore TEI Fund, Ltd. ● Cypress Creek Private Strategies Master Fund, L.P. ● Cypress Creek Private Strategies Registered Fund, L.P. ● Cypress Creek Private Strategies TEI Fund, L.P. ● Cypress Creek Private Strategies Institutional Fund, L.P. ● Cypress Creek Private Strategies Domestic Fund, L.P. ● Cypress Creek Private Strategies Domestic QP Fund, L.P. ● Cypress Creek Private Strategies International Fund, Ltd. ● Cypress Creek Private Strategies Offshore TEI Fund, Ltd. ● Cypress Creek Private Strategies Onshore Fund, L.P. ● Cypress Creek Private Strategies Offshore Fund, L.P. ● Cypress Creek Private Strategies Offshore Blocker Fund, LLC ● CCP Coastal Redwood Fund, L.P. ● CCP Sierra Redwood Fund, L.P. ● Marinas I SPV LLC |
What we do |
|
How does CCP protect my personal information? |
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does CCP collect my personal information? |
We collect your personal information, for example, when you ● Open an account ● Enter into an investment advisory contract ● Seek financial advice ● Make deposits or withdrawals from your account ● Provide account information |
Why can’t I limit all sharing? |
Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes—information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
88
CYPRESS CREEK PRIVATE STRATEGIES MASTER FUND, L.P.
(A Limited Partnership)
Privacy Policy
(Unaudited)
Page 3 |
|
Definitions |
|
Affiliates |
Companies related by common ownership or control. They can be financial and nonfinancial companies. ● CCP does not share with our affiliates. |
Non-affiliates |
Companies not related by common ownership or control. They can be financial and non-financial companies. ● CCP does not share with non-affiliates so they can market to you. |
Joint Marketing |
A formal agreement between non-affiliated financial companies that together market financial products or services to you. ● CCP does not jointly market. |
Other important information |
|
n/a |
89
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Item 1. Reports to Stockholders Continued.
(b) Not applicable.
Item 2. Code of Ethics.
(a) The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This code of ethics is included as Exhibit 13(a)(1).
(b) During the period covered by the report, with respect to the registrant’s code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; there have been no amendments to, nor any waivers granted from, a provision that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2.
Item 3. Audit Committee Financial Expert.
3(a)(1) The registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee.
3(a)(2) The audit committee financial expert is Carl Weatherley-White, who is “independent” for purposes of this Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Fiscal Year March 31,2022 | Fiscal Year December 31, 2021 | Fiscal Year December 31, 2020 | ||||||
Audit Fees | $ | 8,138 | $ | 11,550 | $ | 14,500 | ||
Audit-Related Fees | $ | 0 | $ | 0 | $ | 0 | ||
Tax Fees | $ | 0 | $ | 19,094 | $ | 0 | ||
All Other Fees | $ | 0 | $ | 0 | $ | 0 |
(e)(1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
The audit committee may delegate its authority to pre-approve audit and permissible non-audit services to one or more members of the committee. Any decision of such members to pre-approve services shall be presented to the full audit committee at its next regularly scheduled meeting.
(2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this item that were approved by the audit committee pursuant to paragraph (c) (7)(i)(c) of Rule 2-01 of Regulation S-X.
Fiscal Year March 31,2022 | Fiscal Year December 31, 2021 | Fiscal Year December 31, 2020 |
0% | 0% | 0% |
(f) Not applicable.
(g) Disclose the aggregate non-audit fees billed by the registrant’s accountant for services rendered to registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant.
Fiscal Year March 31,2022 | Fiscal Year December 31, 2021 | Fiscal Year December 31, 2020 |
$0 | $0 | $0 |
(h) Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Schedule of Investments as of the close of the reporting period is included in the report to the shareholders filed under item 1 of this form.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company’s investment adviser; principal underwriter; or any affiliated person (as defined in section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company’s investment adviser, or any other third party, that the company uses, or that are used on the company’s behalf, to determine how to vote proxies relating to portfolio securities.
These policies are included below:
Cypress Creek Private Strategies Master Fund, L.P. (the “Master Fund”)
The Endowment PMF Master Fund, L.P. (the “PMF Master Fund”)
Cypress Creek Private Strategies Registered Fund, L.P. (the “Registered Fund”)
Cypress Creek Private Strategies TEI Fund, L.P. (the “TEI Fund”)
Cypress Creek Private Strategies Institutional Fund, L.P. (the “Institutional Fund”)
PMF Fund, L.P. (the “PMF Fund”)
PMF TEI Fund, L.P. (the “PMF TEI Fund”)
(collectively, the “Funds”)
Proxy Voting Policies and Procedures
Background
The Investment Company Act of 1940 (the “IC Act”) requires that an investment company registered under the IC Act (“RIC”) disclose in its registration statement a description of its adopted policies and procedures that the it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the RIC uses when a vote presents a conflict between the interests of shareholders, on the one hand, and those of the RIC’s investment adviser; principal underwriter; or any affiliated person of the RIC, its investment adviser, or its principal underwriter, on the other.
A RIC is also required to include in its registration statement any policies and procedures of its investment adviser, or any other third party, that the RIC uses, or that are used on the RIC’s behalf, to determine how to vote proxies relating to portfolio securities.
Rule 30b1-4 under the IC Act requires a RIC to file with the SEC an annual record of proxies voted by the RIC on Form N-PX. Form N-PX must be filed each year no later than August 31 and must contain each RIC’s proxy voting record for the most recent twelve-month period ending June 30. A RIC must also state in its disclosure documents (in its registration statement and shareholder reports) that information regarding how the RIC voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling a specified toll-free (or collect) telephone number; or on or through the RIC’s website at a specified Internet address; or both; and (2) on the SEC’s website at http://www.sec.gov.
If a RIC discloses that its proxy voting record is available by calling a toll-free (or collect) telephone number, and the RIC (or financial intermediary through which shares of the RIC may be purchased or sold) receives a request for this information, the RIC (or financial intermediary) must send the information disclosed in the RIC’s most recently filed report on Form N-PX, within three business days of receipt of the request, by first-class mail or other means designed to ensure equally prompt delivery. If a RIC discloses that its proxy voting record is available on or through its website, the RIC must make available free of charge the information disclosed in the RIC’s most recently filed report on Form N-PX on or through its website as soon as reasonably practicable after filing the report with the SEC. The information disclosed in the RIC’s most recently filed report on Form N-PX must remain available on or through the RIC’s website for as long as the RIC remains subject to the requirements of Rule 30b1-4 and discloses that the RIC’s proxy voting record is available on or through its website.
This policy and procedures outline obligations for disclosure and filing requirements that are performed on behalf of the Funds by the Fund Administrator.
Policies and Procedures
It is the policy of the Funds that proxies should be voted in the interest of the shareholders of the appropriate Fund, as determined by those who are in the best position to make this determination.
The Master Fund and PMF Master Fund invest in a broad portfolio consisting primarily of private partnerships, limited liability companies or similar entities managed by third-party investment managers (“Investment Funds”). The Master Fund also makes direct investments for hedging purposes, to hedge existing exposure to an asset class or strategy, or to gain access to an investment opportunity, an asset class, or a strategy in a cost-effective manner. To the extent that the Master Fund or PMF Master Fund receive notices or proxies from Investment Funds or other portfolio securities or holds securities in a separate account, the Board has delegated proxy voting responsibilities with respect to the Master Fund’s and PMF Master Fund’s portfolio securities to the Adviser, subject to the Board’s general oversight. The Adviser has agreed to vote the proxy ballots received on behalf of the Funds and will vote such proxies in accordance with its proxy voting policies and guidelines which are included in the Adviser’s compliance manual and reviewed by the Board at least annually.
The Registered Fund, TEI Fund, Institutional Fund, PMF Fund and PMF TEI Fund invest substantially all of their respective assets in the Master Fund or PMF Master Fund. With respect to proxies issued by the Master Fund and PMF Master Fund, the Board of the Registered Fund, TEI Fund, Institutional Fund, PMF Fund and PMF TEI Fund retains proxy voting authority. After receiving a proxy issued by the Master Fund or PMF Master Fund, the Registered Fund, TEI Fund, Institutional Fund, PMF Fund and PMF TEI Fund will hold a meeting of its shareholders to obtain instructions for voting with respect to the matter presented by the Master Fund or PMF Master Fund.
Registration Statement
The Funds will describe the policies and procedures that the Adviser uses to determine how to vote proxies relating to portfolio securities. The Funds will also state how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the SEC’s website at http://www.sec.gov. Such disclosure must also include procedures used when a vote presents a conflict between the interests of Fund shareholders, on the one hand, and those of the Adviser or any affiliated person of the Funds or the Adviser, on the other; and a description of the proxy voting guidelines used by the Adviser to vote proxies relating to portfolio securities. As such, the Adviser’s proxy voting guidelines are provided in the Funds’ registration statement.
Form N-CSR
When filing the annual report on Form N-CSR, the Funds will describe the policies and procedures that the Funds and Adviser use to determine how to vote proxies relating to portfolio securities. A copy of such policies and procedures themselves may be included.
Annually, through the review of the Funds’ Form N-CSR, the Adviser will review the disclosures and identify whether the Adviser’s Proxy Voting Procedures and Guidelines are current.
Form N-PX
The Funds are required to disclose annually the Funds’ complete proxy voting record on Form N-PX, which provides information relating to how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ending June 30th. Form N-PX must be filed annually, no later than August 31 of each year. The Adviser is responsible for ensuring that appropriate documentation and controls for voting and reporting of proxy votes is maintained in order to file the Form N-PX. The Adviser shall work with the Fund Administrator in filing the Form N-PX with the SEC.
Reports to the Board
The Adviser shall annually review the Funds’ registration statement to ensure that disclosures in the registration statement adequately and accurately describe the Adviser’s proxy voting policy and procedures. Updated policies and procedures for the voting of proxies shall be provided to the Board upon any material change and in any event, no less frequently than annually.
Books and Records
The Adviser shall (i) maintain such records and provide such voting information as is required for the Funds’ regulatory filings including, without limitation, Form N-PX and the required disclosure of policy called for by Item 17 of Form N-1A; and (ii) provide such additional information as may be requested, from time to time, by the Board or the CCO. The Funds rely upon the Fund Administrator to prepare and make filings on Form N-PX. The Adviser shall assist the Fund Administrator, if applicable by providing information regarding any proxy votes made for the Funds within the most recent 12-month period ending June 30.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
As of the date of the filing, Mr. William P. Prather III and Mr. Richard A. Rincon (collectively, “Principals”) are responsible for the day-to-day management of the Fund’s portfolio. Cypress Creek Private Strategies Master Fund, L.P., Cypress Creek Private Strategies Institutional Fund, L.P., Cypress Creek Private Strategies Registered Fund, L.P., and Cypress Creek Private Strategies TEI Fund, L.P. are registered investment companies.
Mr. Prather is the Principal Executive Officer and a Portfolio Manager of the Fund Complex since 2021. Mr. Prather is a Founding Partner of CCP Operating, LLC (since 2020); Head of Infrastructure and Natural Resources, The University of Texas/Texas A&M Investment Management Company (2014-2019). Mr. Rincon has served as Portfolio Manager of the Fund Complex since 2021. Mr. Rincon is a Founding Partner of CCP Operating, LLC (since 2020); Senior Director, Private Equity, The University of Texas/Texas A&M Investment Management Company (2014-2020).
The Adviser and/or certain other entities controlled by the Principals may in the future serve as an investment adviser or otherwise manage or direct the investment activities of other registered and/or private investment vehicles with investment programs similar to the Funds.
Other Accounts Managed by the Investment Adviser
Mr. Prather and Mr. Rincon, who are primarily responsible for the day-to-day management of the Fund, may also manage other registered investment companies, other pooled investment vehicles and other accounts, as indicated below. The following tables identify, as of March 31, 2022: (i) the number of registered investment companies, other pooled investment vehicles and other accounts managed by Mr. Prather and Mr. Rincon and the total assets of such companies, vehicles and accounts; and (ii) the number and total assets of such companies, vehicles and accounts with respect to which the advisory fee is based on performance.
Name | Number of Other Accounts |
Total Assets of Other Accounts |
Number of Other Accounts Subject to a Performance Fee |
Total Assets of Other Accounts Subject to a Performance Fee |
||||||||||||
William Prather III | ||||||||||||||||
Registered investment companies | 1 | $ | 392,100,000 | — | $ | — | ||||||||||
Other pooled investment companies | 3 | $ | 18,400,000 | 3 | $ | 18,400,000 | ||||||||||
Other accounts | — | $ | — | — | $ | — | ||||||||||
Richard A. Rincon | ||||||||||||||||
Registered investment companies | 1 | $ | 392,100,000 | — | $ | — | ||||||||||
Other pooled investment companies | 3 | $ | 18,400,000 | 3 | $ | 18,400,000 | ||||||||||
Other accounts | — | $ | — | — | $ | — |
Conflicts of Interest of the Adviser
From time to time, potential conflicts of interest may arise between a portfolio manager’s management of the investments of the Fund, on the one hand, and the management of other registered investment companies, pooled investment vehicles and other accounts (collectively, “other accounts”), on the other. The other accounts might have similar investment objectives or strategies as the Fund, track the same index the Fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund. The other accounts might also have different investment objectives or strategies than the Fund.
Knowledge and Timing of Fund Trades. A potential conflict of interest may arise as a result of the portfolio manager’s day-to-day management of a Fund. Because of their positions with the Fund, the portfolio managers know the size, timing and possible market impact of the Fund’s trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the Fund.
Investment Opportunities. A potential conflict of interest may arise as a result of the portfolio manager’s management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both the Fund and other accounts managed by the portfolio manager, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Fund and other accounts. The Adviser has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.
Performance Fees. A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the portfolio manager in that they may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to the Fund.
Compensation to Portfolio Managers
Mr. Prather and Mr. Rincon, Founding Partners of CCP Operating, LLC, indirectly own equity interests in the Adviser. In addition, Mr. Prather and Mr. Rincon receive compensation based on objective and subjective performance assessments of their work, which may take into account the size of the Master Fund and the other funds within the Fund Complex and the management and servicing fees charged thereon.
Securities Ownership of Portfolio Managers
The table below shows the dollar range of the interests of each Fund beneficially owned as of March 31, 2022 by each portfolio manager.
Portfolio Manager | Master Fund | Registered Fund | Institutional Fund | TEI Fund |
William P. Prather III | None | $50,001-$100,000 | None | None |
Richard A. Rincon | None | $50,001-$100,000 | None | None |
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is (i) accumulated and communicated to the investment company’s management, including its certifying officers, to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
(a) Not applicable.
(b) Not applicable.
Item 13. Exhibits.
(a)(1) Code of ethics that is subject to Item 2 is attached hereto.
(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.
(a)(3) Not applicable.
(a)(4) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) are furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | Cypress Creek Private Strategies Institutional Fund, L.P. | |
By (Signature and Title) | /s/ William P. Prather III | |
William Prather P. III | ||
Principal Executive Officer | ||
Date: | June 9, 2022 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title) | /s/ William P. Prather III | |
William P. Prather III | ||
Principal Executive Officer | ||
Date: | June 9, 2022 |
By (Signature and Title) | /s/ Benjamin Murray | |
Benjamin Murray | ||
Principal Financial Officer | ||
Date: | June 9, 2022 |
Cypress Creek Private Strategies Master Fund, L.P.
Cypress Creek Private Strategies Registered Fund, L.P.
Cypress Creek Private Strategies TEI Fund, L.P.
Cypress Creek Private Strategies Institutional Fund, L.P.
The Endowment PMF Master Fund, L.P.
PMF Fund, L.P.
PMF TEI Fund, L.P.
SARBANES-OXLEY CODE OF ETHICS FOR PRINCIPAL EXECUTIVE, FINANCIAL AND ACCOUNTING OFFICERS
Background
The Investment Company Act of 1940 (the “IC Act”) requires that an investment company registered under the IC Act (“RIC”) in accordance with the Sarbanes-Oxley Act of 2002 (the “SOX Act”) and the rules promulgated thereunder by the SEC, a RIC is required to file, on a semi-annual basis, a report on Form N-CSR in which the RIC must disclose whether it has adopted, for the purposes set forth below, a code of ethics applicable to certain of its officers.
Such a code of ethics will govern the conduct of a RIC’s principal executive officer, the principal financial officer, the principal accounting officer or controller or persons performing similar functions (each a “Covered Officer” and collectively, “Covered Officers”), regardless of whether such persons are employed by the RIC or a third party for the purpose of promoting:
o | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
o | Full, fair, accurate, timely, and understandable disclosure in reports and documents that a RIC files with, or submits to, the SEC and in other public communications by the RIC; |
o | Compliance with applicable governmental laws, rules, and regulations; |
o | The prompt internal reporting of violations of the code of ethics to the appropriate persons as set forth in the code of ethics; and |
o | Accountability for adherence to the code of ethics. |
Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. All Covered Officers must become familiar and fully comply with the code of ethics.
Policies and Procedures
Conflicts of Interest
A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his or her service to, the Funds. For example, a conflict of interest would arise if a Covered Officer receives improper personal benefits as a result of his or her position with the Funds.
Certain conflicts of interest may arise out of the relationships between Covered Officers and the Funds and already are subject to conflict of interest provisions in the IC Act and the Advisers Act. For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Funds because of their status as “affiliated persons” of a Fund. Each Fund and certain of its Service Providers’ compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This code of ethics does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside the parameters of this code of ethics. Rather, this code of ethics (the “SOX Code”) is intended to address the Covered Officers’ obligations under the SOX Act. Although typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between the Funds and their investment adviser, placement agent, principal underwriter or administrator (each an “Employer”) of which the Covered Officers may be officers or employees. As a result, this SOX Code recognizes that the Covered Officers will, in the normal course of their duties (whether for the Funds or an Employer), be involved in establishing policies and implementing decisions that will have different effects on the Employer and the Funds. The participation of the Covered Officers in such activities is inherent in the contractual relationships between the Funds and the Employers and is consistent with the performance by the Covered Officers of their duties as officers of the Funds. Thus, if performed in conformity with the provisions of the IC Act and the Advisers Act, such activities normally will be deemed to have been handled ethically. In addition, it is recognized by the Board of Directors (the “Board”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this SOX Code or other codes of ethics.
Other conflicts of interest are covered by the SOX Code, even if such conflicts of interest are not subject to provisions in the IC Act and the Advisers Act. While it is impossible to describe all conflicts that may arise, a conflict should be considered to exist whenever a Covered Officer participates, directly or indirectly, in any material investment, interest, association, activity or relationship that a reasonable observer would view as likely to impair the Covered Officer’s objectivity. Disclosure of conflicts should be made to the Chief Compliance Officer (“CCO”) or other appropriate senior executive or to a member of the Board. Covered Officers that are unsure whether a particular fact pattern gives rise to a conflict of interest or whether a particular transaction or relationship is “material” should bring such matter to the attention of the CCO.
Disclosure Documents and Compliance
Covered Officers must not knowingly make any misrepresentations regarding the Funds’ financial statements or any facts in the preparation of the Funds’ financial statements, and must comply with all applicable laws, standards, principles, guidelines, rules and regulations in the preparation of the Funds’ financial statements. This section is intended to prohibit an officer from knowingly:
• | Making, or permitting or directing another to make, materially false or misleading entries in the Funds’ financial statements or records; |
• | Failing to correct the Funds’ financial statements or records that are materially false or misleading when he or she has the authority to record an entry; and |
• | Signing, or permitting or directing another to sign, a document containing materially false or misleading financial information. |
Each Covered Officer:
• | Should familiarize himself or herself with the disclosure requirements generally applicable to the Funds; |
• | Should not knowingly misrepresent, or cause others to misrepresent, facts about the Funds to others, including to the Board, auditors, governmental regulators, or self-regulatory organizations; |
• | Should promote full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submits to, the SEC and in other public communications made by the Funds; and |
• | Has the responsibility to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. |
Reporting of Violations and Sanctions
Covered Officers should promptly report any conduct or actions by themselves or another Covered Officer that do not comply or otherwise violate this SOX Code to the CCO. The CCO is charged with investigating any allegation and will report his or her findings and recommendations to the Board’s Audit Committee. If the Audit Committee concludes that the Covered Officer has violated this SOX Code, it may impose appropriate sanctions, including:
• | A reprimand; |
• | Disgorgement of any profit or restitution of any loss; |
• | Imposition of additional controls and procedures; |
• | Suspension; |
• | Termination; and |
• | Any other measure that the Audit Committee may decide is appropriate under the circumstances, including notifying regulatory authorities. |
Any matter that the Audit Committee believes is a material violation will be promptly reported to the Board.
A Covered Officer must not retaliate against any other Covered Officer or any employee or agent of an affiliated person of the Funds for good faith reports of potential violations.
Accountability of Covered Officers
Each Covered Officer must:
• | Upon adoption of the SOX Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing (in the form attached hereto as Exhibit D) to the Board that he or she has received, read, and understands the SOX Code; and |
• | Annually thereafter affirm (in the form attached hereto as Exhibit E) to the Board that he or she has complied with the requirements of the SOX Code. |
Other Policies and Procedures
This SOX Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the SOX Act and the rules and forms applicable to RICs thereunder. Insofar as other policies or procedures of the Funds, the Employers or other Service Providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this SOX Code, they are superseded by this SOX Code to the extent that they overlap or conflict with the provisions of this SOX Code. The Funds and any Employer code of ethics under Rule 17j-1 under the IC Act are separate requirements applying to the Covered Officers and others, and are not part of this SOX Code.
Amendments
The Board may from time to time amend this SOX Code or adopt such interpretations of this Code as they deem appropriate. Any amendments to this SOX Code will be provided to the Covered Officers.
Internal Use and Confidentiality
All reports and records prepared or maintained pursuant to this SOX Code shall be treated as confidential and shall not be disclosed to anyone other than the Board, the Covered Officers and Fund Counsel, except as otherwise requested in accordance with applicable law.
The SOX Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of the Funds, as to any fact, circumstance, or legal conclusion.
CERTIFICATIONS
I, William P. Prather III, certify that:
1. | I have reviewed this report on Form N-CSR of Cypress Creek Private Strategies Institutional Fund, L.P. (the “registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in partners’ capital, and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
June 9, 2022 |
/s/ William P. Prather III |
||
Date | William P. Prather III | ||
Principal Executive Officer |
CERTIFICATIONS
I, Benjamin Murray, certify that:
1. | I have reviewed this report on Form N-CSR of Cypress Creek Private Strategies Institutional Fund, L.P. (the “registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in partners’ capital, and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
June 9, 2022 |
/s/ Benjamin Murray |
||
Date | Benjamin Murray | ||
Principal Financial Officer |
This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR for the period ended March 31, 2022 of the Cypress Creek Private Strategies Institutional Fund, L.P. (the “registrant”).
I, William P. Prather III, the Principal Executive Officer of the registrant, certify that, to the best of my knowledge:
1. | The Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78m(a) or 78o(d)); and |
2. | The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the registrant. |
June 9, 2022 | |
Date | |
/s/ William P. Prather III | |
William P. Prather III | |
Principal Executive Officer |
This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of Form N-CSR or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.
This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR for the period ended March 31, 2022 of the Cypress Creek Private Strategies Institutional Fund, L.P. (the “registrant”).
I, Benjamin Murray, the Principal Financial Officer of the registrant, certify that, to the best of my knowledge:
1. | The Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78m(a) or 78o(d)); and |
2. | The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the registrant. |
June 9, 2022 | |
Date | |
/s/ Benjamin Murray | |
Benjamin Murray | |
Principal Financial Officer |
This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of Form N-CSR or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.
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