N-CSRS 1 d767895dncsrs.htm THE ENDOWMENT INSTITUTIONAL TEI W FUND, L.P. The Endowment Institutional TEI W Fund, L.P.

 

 

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 811-22465

 

 

The Endowment Institutional TEI Fund W, L.P.

(Exact name of registrant as specified in charter)

 

 

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

(Address of principal executive offices) (Zip code)

 

 

 

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

 

 

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

Date of fiscal year end: 12/31/14

Date of reporting period: 06/30/14

 

 

 


Item 1. Reports to Stockholders.


 

LOGO


TABLE OF CONTENTS

 

The Endowment Institutional TEI Fund W, L.P.

  

Statement of Assets, Liabilities and Partners’ Capital

     1   

Statement of Operations

     2   

Statements of Changes in Partners’ Capital

     3   

Statement of Cash Flows

     4   

Notes to Financial Statements

     5   

Supplemental Information

     12   

Privacy Policy

     16   

The Endowment Master Fund, L.P.

  

Statement of Assets, Liabilities and Partners’ Capital

     19   

Schedule of Investments

     20   

Statement of Operations

     27   

Statements of Changes in Partners’ Capital

     28   

Statement of Cash Flows

     29   

Notes to Financial Statements

     30   

Supplemental Information

     48   

Privacy Policy

     52   


THE ENDOWMENT INSTITUTIONAL TEI FUND W, L.P.

(A Limited Partnership)

Statement of Assets, Liabilities and Partners’ Capital

June 30, 2014

(Unaudited)

 

Assets

  

Investment in the Offshore Institutional W Fund, at fair value

   $ 3,797,250   
  

 

 

 

Total assets

     3,797,250   
  

 

 

 

Liabilities and Partners’ Capital

  

Accounts payable and accrued expenses

     26,745   
  

 

 

 

Total liabilities

     26,745   
  

 

 

 

Partners’ capital

     3,770,505   
  

 

 

 

Total liabilities and partners’ capital

   $ 3,797,250   
  

 

 

 

 

 

See accompanying notes to financial statements.

 

1


THE ENDOWMENT INSTITUTIONAL TEI FUND W, L.P.

(A Limited Partnership)

Statement of Operations

Six Months Ended June 30, 2014

(Unaudited)

 

Net investment loss allocated from the Offshore Institutional W Fund:

  

Dividend income

   $ 21,004   

Interest income

     5,828   

Expenses

     (138,132
  

 

 

 

Net investment loss allocated from the Offshore Institutional W Fund

     (111,300
  

 

 

 

Expenses of the Institutional TEI W Fund:

  

Printing fees

     11,013   

Professional fees

     14,258   

Regulatory filing fees

     13,910   
  

 

 

 

Total expenses of the Institutional TEI W Fund

     39,181   
  

 

 

 

Net investment loss of the Institutional TEI W Fund

     (150,481
  

 

 

 

Net realized and unrealized gain (loss) from investments allocated from the Offshore Institutional W Fund:

  

Net realized gain from investments

     158,687   

Change in unrealized appreciation/depreciation from investments

     (124,667
  

 

 

 

Net realized and unrealized gain from investments allocated from the Offshore Institutional W Fund

     34,020   
  

 

 

 

Net decrease in partners’ capital resulting from operations

   $ (116,461
  

 

 

 

 

 

See accompanying notes to financial statements.

 

2


THE ENDOWMENT INSTITUTIONAL TEI FUND W, L.P.

(A Limited Partnership)

Statements of Changes in Partners’ Capital

Year Ended December 31, 2013 and

Six Months Ended June 30, 2014 (Unaudited)

 

Partners’ capital at December 31, 2012

   $ 22,610,583   

Contributions

     239,501   

Withdrawals

     (8,226,057

Net increase in partners’ capital resulting from operations:

  

Net investment loss

     (280,541

Net realized gain from investments

     897,918   

Change in unrealized appreciation/depreciation from investments

     166,166   
  

 

 

 

Net increase in partners’ capital resulting from operations

     783,543   
  

 

 

 

Partners’ capital at December 31, 2013

     15,407,570   
  

 

 

 

Transfer of Interests to PMF TEI Fund, L.P.

     (11,520,604

Net decrease in partners’ capital resulting from operations:

  

Net investment loss

     (150,481

Net realized gain from investments

     158,687   

Change in unrealized appreciation/depreciation from investments

     (124,667
  

 

 

 

Net decrease in partners’ capital resulting from operations

     (116,461
  

 

 

 

Partners’ capital at June 30, 2014

   $ 3,770,505   
  

 

 

 

 

 

See accompanying notes to financial statements.

 

3


THE ENDOWMENT INSTITUTIONAL TEI FUND W, L.P.

(A Limited Partnership)

Statement of Cash Flows

Six Months Ended June 30, 2014

(Unaudited)

 

Cash flows from operating activities:

  

Net decrease in partners’ capital resulting from operations

   $ (116,461

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

  

Net realized and unrealized gain from investments allocated from the

  

Offshore Institutional W Fund

     (34,020

Net investment loss allocated from the Offshore Institutional W Fund

     111,300   

Contributions to the Offshore Institutional W Fund

     (3,033

Redemptions from the Offshore Institutional W Fund

     62,462   

Change in operating assets and liabilities:

  

Receivable from the Offshore Institutional W Fund

     4,872,640   

Prepaids and other assets

     4,249   

Payable to Adviser

     (25,355

Accounts payable and accrued expenses

     858   
  

 

 

 

Net cash provided by operating activities

     4,872,640   
  

 

 

 

Cash flows from financing activities:

  

Withdrawals

     (4,872,640
  

 

 

 

Net cash used in financing activities

     (4,872,640
  

 

 

 

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 PMF TEI Fund, L.P.

   $ (11,520,604

 

See accompanying notes to financial statements.

 

4


THE ENDOWMENT INSTITUTIONAL TEI FUND W, L.P.

(A Limited Partnership)

Notes to Financial Statements

June 30, 2014

(Unaudited)

 

(1) ORGANIZATION

The Endowment Institutional TEI Fund W, L.P. (the “Institutional TEI W Fund”), a Delaware limited partnership registered under the Investment Company Act of 1940, as amended (the “1940 Act”), commenced operations on January 1, 2011, as a non-diversified, closed-end management investment company. The Institutional TEI W Fund was created to serve as a feeder fund for The Endowment Institutional TEI Fund W, Ltd. (the “Offshore Institutional W Fund”), which in turn is a feeder fund for The Endowment Master Fund, L.P. (the “Master Fund”). For convenience, reference to the Institutional TEI W Fund may include the Offshore Institutional W Fund and Master Fund, as the context requires.

The Institutional TEI W 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 TEI W Fund pursues its investment objective by investing substantially all of its assets in the Offshore Institutional W Fund, which in turn invests substantially all of its assets in the Master Fund, which has the same investment objectives as the Offshore Institutional W Fund and the Institutional TEI W Fund. The Master Fund invests its assets in a variety of investment vehicles including but not limited to limited partnerships, limited liability companies, offshore corporations and other foreign investment vehicles (collectively, the “Investment Funds”), registered investment companies (including exchange-traded funds) and direct investments in marketable securities and derivative instruments. The Master Fund’s financial statements, Schedule of Investments and notes to financial statements, included elsewhere in this report, should be read in conjunction with this report. The Offshore Institutional W Fund serves solely as an intermediary for the Institutional TEI W Fund’s investment in the Master Fund. The percentage of the Master Fund’s partnership interests indirectly owned by the Institutional TEI W Fund on June 30, 2014, was 1.22%.

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

The Board is authorized to engage an investment adviser and it has selected Endowment Advisers, L.P. (the “Adviser”), to manage the Institutional TEI W 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 TEI W 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 TEI W Fund (the “Servicing Agent”) and as such provides or procures investor services and administrative assistance for the Institutional TEI W Fund. The Adviser can delegate all or a portion of its duties as Servicing Agent to other parties, who would in turn act as sub-servicing agents.

 

5


THE ENDOWMENT INSTITUTIONAL TEI FUND W, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

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

On March 31, 2014 the Master Fund transferred in-kind a portfolio of Investment Funds to The Endowment PMF Master Fund, L.P. (the “PMF Master Fund”), in exchange for limited partnership interests (the “Interests”) of the PMF Master Fund totaling $1,723,272,229. The transfer was accounted for as a tax-free transaction resulting in Investment Funds transferring to the PMF Master Fund with a total market value of $1,490,836,309, consisting of total cost and accumulated appreciation of $1,317,376,887 and $173,459,422, respectively. Partners in the Institutional TEI W Fund elected to transfer $11,520,604 of Interests from the Institutional TEI W Fund to PMF TEI Fund, L.P., a feeder fund of the PMF Master Fund in exchange for Interests in such feeder fund.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

(a) BASIS OF ACCOUNTING

The accounting and reporting policies of the Institutional TEI W Fund conform with U.S. generally accepted accounting principles (“U.S. GAAP”). The accompanying financial statements reflect the financial position of the Institutional TEI W Fund and the results of its operations.

(b) CASH EQUIVALENTS

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

The Institutional TEI W Fund records investment transactions on a trade-date basis.

Investments that are held by the Institutional TEI W 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 TEI W 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 TEI W Fund’s investments is calculated by Citi Fund Services Ohio, Inc., the Institutional TEI W Fund’s independent administrator (the “Administrator”).

 

6


THE ENDOWMENT INSTITUTIONAL TEI FUND W, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

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

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

The Institutional TEI W Fund invests substantially all of its assets in the Offshore Institutional W Fund, which in turn invests substantially all of its assets in the Master Fund. Investments in the Master Fund are recorded at fair value based on the Institutional TEI W Fund’s proportional share of the Master Fund’s partners’ capital, through the Offshore Institutional W Fund. 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.

(f) FUND EXPENSES

Unless otherwise voluntarily or contractually assumed by the Adviser or another party, the Institutional TEI W Fund bears all expenses incurred in its business, directly or indirectly through its investment in the Master Fund (through the Offshore Institutional W Fund), including but not limited to, the following: all costs and expenses related to investment transactions and positions for the Institutional TEI W Fund’s account; legal fees; accounting, auditing and tax preparation fees; recordkeeping and custodial fees; costs of computing the Institutional TEI W Fund’s net asset value; fees for data and software providers; research expenses; costs of insurance; registration expenses; offering costs; expenses of meetings of the partners; directors fees; all costs with respect to communications to partners; offshore withholding taxes; and other types of expenses as may be approved from time to time by the Board.

(g) INCOME TAXES

The Institutional TEI W 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 TEI W 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 year and for all major jurisdictions, management of the Institutional TEI W Fund has evaluated the tax positions taken or expected to be taken in the course of preparing the Institutional TEI W Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained by the Institutional TEI W 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 TEI W Fund would be recorded as a tax benefit or expense in the current period. For the six months ended June 30, 2014, the

 

7


THE ENDOWMENT INSTITUTIONAL TEI FUND W, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

Institutional TEI W 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) are subject to examination by federal and state tax jurisdictions.

(h) USE OF ESTIMATES

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

(i) ORGANIZATIONAL EXPENSES

The Institutional TEI W Fund’s organizational expenses (the “Organizational Expenses”) were initially borne by the Adviser or an affiliate thereof and for capital account allocation purposes assumed to be reimbursed, over not more than a 60 month period of time, notwithstanding that such Organizational Expenses were expensed in accordance with U.S. GAAP for Institutional TEI W Fund financial reporting purposes upon commencement of operations.

(3) FAIR VALUE MEASUREMENTS

The Institutional TEI W Fund records its investment in the Offshore Institutional W Fund, which in turn invests substantially all of its assets 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.

(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 TEI W 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 TEI W 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 TEI W 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 TEI W Fund’s limited partnership agreement. The Institutional TEI W 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 TEI W Fund, including allocations from the Master Fund (through the Offshore Institutional W Fund), are allocated among and credited

 

8


THE ENDOWMENT INSTITUTIONAL TEI FUND W, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

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 TEI W 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 TEI W 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 and Offshore Institutional W Fund, generally recommends to the Board that the Institutional TEI W Fund offer to repurchase such Interests pursuant to written tenders by partners. The Adviser does not anticipate considering any future repurchase offers until the fourth quarter of 2014 at the earliest. Future tender offers may be as frequent as quarterly or as infrequent as annually.

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 TEI W Fund’s assets are invested in the Master Fund (through the Offshore Institutional W Fund), the ability of the Institutional TEI W Fund to have its Interests in the Master Fund be repurchased would be subject to the Master Fund’s and Offshore Institutional W Fund’s repurchase policies. The Master Fund’s and Offshore Institutional W Fund’s repurchase policies are substantially similar to the Institutional TEI W Fund’s repurchase policy as any tender offer by the Master Fund (through the Offshore Institutional W Fund) is subject to the sole discretion of the Board. In addition, the Institutional TEI W Fund may determine not to conduct a repurchase offer each time the Master Fund and Offshore Institutional W Fund conduct 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 TEI W Fund.

(5) INVESTMENTS IN PORTFOLIO SECURITIES

As of June 30, 2014, all of the investments made by the Institutional TEI W Fund were in the Master Fund (through the Offshore Institutional W Fund).

(6) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

In the normal course of business, the Investment Funds in which the Institutional TEI W Fund may invest either directly or through the Offshore Institutional W Fund and 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 TEI W Fund’s risk of loss in these Investment Funds is limited to the Institutional TEI W Fund’s pro rata share of the value of its investment in or commitment to such Investment Funds as held directly or through the Offshore Institutional W Fund and 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.

 

9


THE ENDOWMENT INSTITUTIONAL TEI FUND W, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

(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 TEI W Fund, the Offshore Institutional W Fund and the Master Fund with legal, compliance, transfer agency, and other investor related services at an additional cost.

The fees for Institutional TEI W 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 TEI W Fund.

(8) RELATED PARTY TRANSACTIONS

(a) INVESTMENT MANAGEMENT FEE

In consideration of the advisory and other services provided by the Adviser to the Master Fund and the Institutional TEI W Fund, the Master Fund pays the Adviser an investment management fee (the “Investment Management Fee”) equal to 1.00% on an annualized basis of the Master Fund’s partners’ capital calculated based on the Master Fund’s partners’ capital at the end of each month, payable quarterly in arrears. So long as the Institutional TEI W Fund invests all of its investable assets in the Offshore Institutional W Fund, which in turn invests all of its investable assets in the Master Fund, the Institutional TEI W Fund will not pay the Adviser directly any Investment Management Fee; however, should the Institutional TEI W Fund not have all of its investments in the Offshore Institutional W Fund, it may be charged the 1.00% Investment Management Fee directly. The Institutional TEI W Fund’s partners bear an indirect portion of the Investment Management Fee paid by the Master Fund. The Investment Management Fee decreases the net profits or increases the net losses of the Master Fund and indirectly the Institutional TEI W Fund as the fees reduce the capital accounts of the Master Fund’s partners.

(b) PLACEMENT AGENTS

The Institutional TEI W Fund may engage one or more placement agents (each, a “Placement Agent”) to solicit investments in the Institutional TEI W Fund. Salient Capital, L.P., an affiliate of the Adviser, is a broker-dealer who has been engaged by the Institutional TEI W 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.

 

10


THE ENDOWMENT INSTITUTIONAL TEI FUND W, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

(9) FINANCIAL HIGHLIGHTS

 

     Six Months Ended
June 30,
2014
(Unaudited)
     Year ended
December 31,
2013
     Year ended
December 31,
2012
     Year ended
December 31,
20111
 

Net investment loss to average partners’ capital²

     (3.96)%         (1.36)%         (1.51)%         (1.58)%   

Gross expenses to average partners’ capital²

     4.67%         2.00%         2.19%         2.35%   

Net expenses to average partners capital2

     4.67%         2.00%         2.19%         2.19%   

Portfolio turnover4

     4.38%         16.95%         20.88%         26.72%   

Total return5,6,7

     0.48%         4.07%         1.93%         (6.23)%   

Partners’ capital, end of period (000s)

   $ 3,771        $ 15,408        $ 22,611        $ 26,364   

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

 

1

The Institutional TEI W Fund commenced operations on January 1, 2011.

2

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 Offshore Institutional W Fund and Master Fund. These ratios have been annualized for periods less than twelve months.

3

Ratio includes expenses reimbursed by the Adviser. Had the Organizational Expenses not been included as an expense at Inception and were instead amortized over 60 months as they are being handled for capital allocation purposes, the ratio of net expenses to average partners’ capital would have been 1.75% for the year ended December 31, 2011. (see Note 2)

4

The Institutional TEI W Fund is invested exclusively in the Offshore Institutional W Fund, which in turn is invested solely in the Master Fund, therefore this ratio reflects the portfolio turnover of the Master Fund, which is for the period indicated.

5

Calculated as geometrically linked monthly returns for each month in the period. Total returns are not annualized for periods less than twelve months.

6

Calculated including benefit of early repurchase fees in each applicable year. Had these early repurchase fees not been included as income for the purposes of the total return calculation, the total return for 2012 would have been 1.80%.

7

The reported total return amount for the year ended December 31, 2011, is negatively impacted by the write off of the Institutional TEI W and the Offshore Institutional W Funds’ Organizational Expenses, which occurred at Inception of the Institutional TEI W and Offshore Institutional W Funds’ operations in accordance with U.S. GAAP. Had these costs not been included as an expense at Inception for the purposes of the total return calculation and were instead amortized over 60 months as they are being handled for capital allocation purposes, the total return would have been (3.99)% for the year ended December 31, 2011.

(10) SUBSEQUENT EVENTS

Management of the Institutional TEI W Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no adjustments were required to the financial statements as of June 30, 2014.

 

11


THE ENDOWMENT INSTITUTIONAL TEI FUND W, L.P.

(A Limited Partnership)

Supplemental Information

June 30, 2014

(Unaudited)

 

Directors and Officers

The Institutional TEI W 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 TEI W Fund who are responsible for the Institutional TEI W 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 Master Fund, The Endowment Registered Fund, L.P., The Endowment Institutional Fund, L.P, The Endowment TEI Fund, L.P. and The Endowment Institutional TEI Fund W, 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 $15,000 paid quarterly, an annual Board meeting fee of $3,000, a fee of $1,000 for each informal Board meeting or telephonic Board meeting, annual fees of $625, $625 and $833 for membership on the Audit, Valuation and Compliance Committees, respectively paid quarterly, annual fees of $3,000, $5,000 and $3,000 for the Audit, Valuation and Compliance Committee chair positions, respectively paid quarterly, and an annual fee of $5,000 to the Lead Independent Director, paid quarterly. There are currently six Independent Directors. In the interest of retaining Independent Directors of the highest quality, the Board intends to periodically review such compensation and may modify it as the Board deems appropriate.

Allocation of Investments

The following chart indicates the allocation of investments among the asset classes in the Master Fund as of June 30, 2014.

 

Asset Class1

   Fair Value      %  

Energy

   $ 39,511,577         12.93   

Event-Driven

     19,407,916         6.35   

Global Macro and Trading

     48,704,569         15.94   

Private Equity

     129,914,086         42.53   

Real Estate

     31,571,574         10.33   

Relative Value

     35,587,599         11.65   

Money Market Funds

     835,459         0.27   
  

 

 

    

 

 

 

Total Investments

   $ 305,532,780         100.00   
  

 

 

    

 

 

 

 

1

The complete list of investments is included in the Schedule of Investments of the Master Fund, which is included elsewhere in this report.

Form N-Q Filings

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

 

12


THE ENDOWMENT INSTITUTIONAL TEI FUND W, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2014

(Unaudited)

 

Proxy Voting Policies

A description of the policies and procedures that the Institutional TEI W 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 TEI W 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 TEI W Fund’s private placement memorandum (the “PPM”) includes additional information about Directors of the Institutional TEI W Fund. The PPM is available, without charge, upon request by calling 1-800-725-9456.

Board Consideration of the Investment Management Agreement

At an in-person meeting of the Board held on January 21, 2014, the Board, including the Independent Directors, considered and approved the continuation of the Investment Management Agreement between the Institutional TEI W Fund and the Adviser (the “Advisory Agreement”). In preparation for review of the Advisory Agreement, the Board requested the Adviser to provide detailed information which the Board determined to be reasonably necessary to evaluate the agreement. The Independent Directors also met in-person among themselves prior to the January 21 meeting and on January 20, 2014 to review and discuss aspects of these materials, initially with, and later without, representatives of the Adviser being present. At the request of the Independent Directors, the Adviser made presentations regarding the materials and responded to questions from the Independent Directors relating to, among other things, portfolio management, the Institutional TEI W Fund’s investment programs, Institutional TEI W Fund’s and Adviser’s compliance programs, Adviser staffing and management changes, Institutional TEI W Fund performance including benchmarks and comparisons to other funds, Institutional TEI W Fund fee levels, other portfolios (including fees) managed by the Adviser and its affiliates and the Adviser’s profitability (including revenue of the Adviser across all of its funds). The Board, including the Independent Directors, also took into consideration information furnished for the Board’s review and consideration throughout the year at regular Board meetings. The Independent Directors were assisted at all times by independent counsel.

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

The nature, extent and quality of the advisory services provided. With respect to the Advisory Agreement, the Board considered: management changes at the Adviser designed to increase Institutional TEI W Fund performance, along with changes to the Institutional TEI W Fund’s focus, the background and experience of key investment personnel; the Adviser’s focus on analysis of complex asset categories; the Adviser’s disciplined investment approach and commitment to investment principles; the Adviser’s significant investment

 

13


THE ENDOWMENT INSTITUTIONAL TEI FUND W, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2014

(Unaudited)

 

in and commitment to personnel, including additional hiring and extensive training; the Adviser’s significant compliance and tax reporting efforts, and oversight of sales; and, the Adviser’s oversight of and interaction with service providers.

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

The investment performance of the Funds. The Board evaluated the comparative information provided by the Adviser regarding the Institutional TEI W Fund’s investment performance, and information on the performance of other investment funds and various indices, including the relevance of various indices. The Board also considered the various performance reports received throughout the year. The Board concluded that the Adviser was taking significant steps, including strategy changes, to address the Institutional TEI W Fund’s investment performance. On the basis of the Independent Directors’ assessment, the Independent Directors concluded that the Adviser was capable of generating a level of long-term investment performance that is appropriate in light of the Institutional TEI W Fund’s investment objective, policies and strategies.

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

The extent to which economies of scale would be realized as the Institutional TEI W Fund grows and whether fee levels reflect these economies of scale for the benefit of Institutional TEI W Fund investors. While noting that the management fees will not decrease as the level of Institutional TEI W Fund assets increase, the Board concluded that the management fees reflect the Institutional TEI W Fund’s complex operations, the current economic environment for the Adviser, including its continued investment relating to support and monitoring of the Institutional TEI W Fund, changes in investment decision-making being implemented, the competitive nature of the investment company market as relevant to the Institutional TEI W Fund, and the planned decrease in size of the Institutional TEI W Fund following the investor choice plan that is likely to divide the Institutional TEI W Fund’s portfolio. The Board noted that it would have the opportunity to periodically re-examine whether the Institutional TEI W Fund has achieved economies of scale, as well as the appropriateness of management fees payable to the Adviser, in the future.

Benefits (such as soft dollars) to the Adviser from its relationship with the Institutional TEI W Fund. The Board concluded that other benefits derived by the Adviser from its relationship with the Institutional TEI W Fund, to the extent such benefits are identifiable or determinable, are reasonable and fair, result from the

 

14


THE ENDOWMENT INSTITUTIONAL TEI FUND W, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2014

(Unaudited)

 

provision of appropriate services to the Institutional TEI W Fund and investors therein, and are consistent with industry practice and the best interests of the Institutional TEI W Fund and its partners. In this regard, the Board noted that the Adviser does not realize “soft dollar” benefits from its relationship with the Institutional TEI W Fund.

Other considerations. The Board determined that the Adviser has made a continuing and substantial commitment both to the recruitment of high quality personnel, monitoring and investment decision-making and provision of investor service, and maintained and expanded the financial, compliance and operational resources reasonably necessary to manage the Institutional TEI W Fund in a professional manner that is consistent with the best interests of the Institutional TEI W Fund and its partners. The Independent Directors also concluded that the Adviser continues to make a significant entrepreneurial commitment to the management and success of the Institutional TEI W Fund.

 

15


THE ENDOWMENT INSTITUTIONAL FUND, L.P.

(A Limited Partnership)

 

Privacy Policy (Unaudited)

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

We collect nonpublic personal information as follows:

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

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

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

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

 

16


 

This Page Intentionally Left Blank

 

 

 

 

17


the

ENDOWMENT FUND

The Endowment Master Fund, L.P.

Shareholder Report

June 30, 2014

(Unaudited)

 

 


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Statement of Assets, Liabilities and Partners’ Capital

June 30, 2014

(Unaudited)

 

Assets

  

Investments in Investment Funds, at fair value (cost $225,714,901)

   $ 269,895,079   

Investments in affiliated Investment Funds, at fair value (cost $43,276,988)

     33,866,084   

Investments in securities, at fair value (cost $1,646,862)

     1,771,617   
  

 

 

 

Total investments

     305,532,780   

Cash and cash equivalents

     16,088,454   

Foreign currency, at value (cost $211,191)

     212,235   

Advanced contributions to Investment Funds

     15,000,000   

Receivable from investments sold

     5,732,880   

Offshore withholding tax receivable

     876,504   

Prepaids and other assets

     39,818   
  

 

 

 

Total assets

     343,482,671   
  

 

 

 

Liabilities and Partners’ Capital

  

Investment Management Fees payable

     786,971   

Payable to affiliate

     25,167,156   

Administration fees payable

     33,876   

Payable to Adviser

     126,042   

Payable to Directors

     147,510   

Accounts payable and accrued expenses

     1,156,149   
  

 

 

 

Total liabilities

     27,417,704   
  

 

 

 

Partners’ capital

     316,064,967   
  

 

 

 

Total liabilities and partners’ capital

   $ 343,482,671   
  

 

 

 

 

See accompanying notes to financial statements.

 

19


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Schedule of Investments

June 30, 2014

(Unaudited)

 

     Shares      Fair Value      % of
Partners’
Capital

Investments in Investment Funds

        

Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies

        

Cayman Islands

        

Energy (1.53% of Partners’ Capital)

        

Sentient Global Resources Fund III, L.P.

      $ 3,493,863      

Sentient Global Resources Fund IV, L.P.

        1,327,994      

Private Equity (14.70% of Partners’ Capital)

        

ABRY Advanced Securities Fund, L.P.

        279,035      

CX Partners Fund Ltd.(1)

        3,386,717      

Gavea Investment Fund II A, L.P.

        278,648      

Gavea Investment Fund III A, L.P.

        5,401,708      

Hillcrest Fund, L.P.

        1,771,826      

India Asset Recovery Fund, L.P.

        36,249      

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

        2,029,761      

LC Fund IV, L.P.(1)

        3,723,180      

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

        5,270,250      

Northstar Equity Partners III Ltd.

        1,098,508      

Orchid Asia IV, L.P.(1)

        1,594,868      

Reservoir Capital Partners (Cayman), L.P.

        2,176,037      

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

        1,620,402      

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

        4,560,329      

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

        1,559,441      

Trustbridge Partners II, L.P.(1)

        3,050,000      

Trustbridge Partners III, L.P.(1)

        6,370,000      

Trustbridge Partners IV, L.P.(1)

        2,260,000      

Real Estate (1.51% of Partners’ Capital)

        

Forum European Realty Income III, L.P.

        2,519,768      

Phoenix Asia Real Estate Investments II, L.P.(1)

        1,650,807      

Phoenix Real Estate Fund (T), L.P.

        590,755      

Relative Value (0.03% of Partners’ Capital)

        

Montrica Global Opportunities Fund, L.P.

     3,943         79,254      
     

 

 

    

Total Cayman Islands

        56,129,400      
     

 

 

    

Guernsey

        

Private Equity (0.36% of Partners’ Capital)

        

Mid Europa Fund III, L.P.(1)

        1,142,475      
     

 

 

    

Total Guernsey

        1,142,475      
     

 

 

    

 

See accompanying notes to financial statements.

 

20


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Schedule of Investments, continued

June 30, 2014

(Unaudited)

 

     Shares    Fair Value      % of
Partners’
Capital

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

        

Republic of Mauritius

        

Real Estate (0.74% of Partners’ Capital)

        

Orbis Real Estate Fund I(2)

      $ 2,336,019      
     

 

 

    

Total Republic of Mauritius

        2,336,019      
     

 

 

    

United Kingdom

        

Private Equity (1.33% of Partners’ Capital)

        

Darwin Private Equity I, L.P.(1)

        1,152,978      

Sovereign Capital Limited Partnership III

        3,053,910      

Real Estate (0.42% of Partners’ Capital)

        

Benson Elliott Real Estate Partners II, L.P.

        322,494      

Patron Capital, L.P. II

        75,682      

Patron Capital, L.P. III

        923,512      
     

 

 

    

Total United Kingdom

        5,528,576      
     

 

 

    

United States

        

Energy (10.88% of Partners’ Capital)

        

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

        725,306      

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

        1,172,852      

CamCap Resources, L.P.

        34,345      

EnCap Energy Capital Fund VII-B, L.P.(1)

        726,956      

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

        1,113,554      

Intervale Capital Fund, L.P.(1)

        2,678,290      

Merit Energy Partners G, L.P.(1)

        3,309,259      

Midstream & Resources Follow-On Fund, L.P.

        4,858,564      

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

        892,266      

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

        4,482,022      

NGP Midstream & Resources, L.P.(1)

        3,041,922      

Quantum Parallel Partners V, L.P.

        5,944,000      

Tenaska Power Fund II-A, L.P.(1)

        2,820,364      

The Energy & Minerals Group Fund II(1)

        2,572,175      

Tocqueville Gold Partners, L.P.

        24,345      

Event-Driven (6.14% of Partners’ Capital)

        

BDCM Partners I, L.P.

        4,580,726      

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

        1,797,614      

Fortelus Special Situations Fund, L.P.

        792,869      

Halcyon European Structured Opportunities Fund, L.P.(2)

        10,357      

Harbinger Capital Partners Fund I, L.P.(2)

        3,564,883      

Harbinger Capital Partners Fund II, L.P.

        259,320      

Harbinger Capital Partners Special Situations Fund, L.P.

        228,121      

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

        16,375      

 

See accompanying notes to financial statements.

 

21


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Schedule of Investments, continued

June 30, 2014

(Unaudited)

 

     Shares      Fair Value      % of
Partners’
Capital

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

        

United States (continued)

        

Event-Driven (6.14% of Partners’ Capital) (continued)

        

Harbinger Class LS Holdings (U.S.) Trust

     592       $ 8,551      

Harbinger Class PE Holdings (U.S.) Trust

     1         181,675      

Prospect Harbor Credit Partners, L.P.

        258,817      

Providence MBS Fund, L.P.

        7,708,608      

Global Macro and Trading (15.41% of Partners’ Capital)

        

Blueshift Energy Fund, L.P.(3)

        20,206,448      

Hayman Capital Partners, L.P.(1)

        9,587,257      

Kepos Alpha Fund, L.P.

        12,256,141      

Passport Global Strategies III Ltd.

     348         72,124      

Velite Energy, L.P.

        6,582,599      

Private Equity (24.27% of Partners’ Capital)

        

Accel-KKR Capital Partners III, L.P.

        1,574,680      

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

        687,194      

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

        1,564,671      

Audax Mezzanine Fund II, L.P.(1)

        976,042      

Audax Mezzanine Fund III, L.P.(1)

        9,071,880      

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

        1,853,290      

Black River Commodity Multi-Strategy Fund, LLC

        95,965      

Capital Royalty Partners, L.P.(1)

        140,669      

Catterton Growth Partners, L.P.

        2,951,668      

CCM Small Cap Value Qualified Fund, L.P.(2)

        464,041      

Chrysalis Ventures III, L.P.

        365,222      

Crosslink Crossover Fund IV, L.P.

        159,794      

Crosslink Crossover Fund V, L.P.

        996,475      

Crosslink Crossover Fund VI, L.P.

        2,719,862      

Dace Ventures I, L.P.

        241,148      

Fairhaven Capital Partners, L.P.

        1,226,160      

Garrison Opportunity Fund II A, LLC

        2,176,742      

Garrison Opportunity Fund, LLC

        2,768,084      

HealthCor Partners Fund, L.P.

        1,300,222      

Highland Credit Strategies Liquidation Vehicle Onshore

        338,960      

Integral Capital Partners VIII, L.P.

        564,220      

Ithan Creek Partners, L.P.

        2,528,611      

Kior Shares Liquidating Capital Account

        0      

L-R Global Partners, L.P.

        62,759      

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

        1,674,652      

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

     789         240,768      

 

See accompanying notes to financial statements.

 

22


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Schedule of Investments, continued

June 30, 2014

(Unaudited)

 

     Shares      Fair Value      % of
Partners’
Capital

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

        

United States (continued)

        

Private Equity (24.27% of Partners’ Capital) (continued)

        

Monomoy Capital Partners II, L.P.

      $ 683,937      

Monomoy Capital Partners, L.P.

        262,361      

Monsoon India Inflection Fund 2, L.P.

        46,502      

Monsoon India Inflection Fund, L.P.

        26,060      

Penta Asia Domestic Partners, L.P.

        378,378      

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

        3,488,525      

Pinto America Growth Fund, L.P.(1)

        292,743      

Private Equity Investment Fund V, L.P.(1)

        6,795,509      

Saints Capital VI, L.P.(1)

        2,432,923      

Samlyn Onshore Fund, L.P.

        166,643      

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

        299,218      

Sanderling Venture Partners VI, L.P.

        195,781      

Steel Partners Japan Strategic Fund, L.P.

        384,440      

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

        218,571      

Sterling Group Partners II, L.P.

        151,840      

Sterling Group Partners III, L.P.

        1,540,790      

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

        332,485      

TAEF Fund, LLC

        657,671      

Tenaya Capital V, L.P.

        1,204,462      

Tenaya Capital VI, L.P.

        1,003,638      

The Column Group, L.P.

        1,309,576      

The Founders Fund III, L.P.

        3,286,896      

The Founders Fund IV, L.P.

        2,889,637      

The Raptor Private Holdings, L.P.

     284         145,527      

Trivest Fund IV, L.P.(1)

        2,743,683      

Tuckerbrook SB Global Distressed Fund I, L.P.

        796,766      

Tybourne Equity (U.S.) Fund

        645,072      

Valiant Capital Partners, L.P.

        895,029      

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

        183,245      

VCFA Venture Partners V, L.P.

        833,208      

Voyager Capital Fund III, L.P.

        661,674      

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

        5,002,338      

Real Estate (6.76% of Partners’ Capital)

        

Aslan Realty Partners III, LLC(1)

        75,015      

Cypress Realty VI, L.P.

        855,544      

Florida Real Estate Value Fund, L.P.

        1,201,740      

GTIS Brazil Real Estate Fund (Brazilian Real), L.P.(1)

        3,680,243      

 

See accompanying notes to financial statements.

 

23


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Schedule of Investments, continued

June 30, 2014

(Unaudited)

 

     Shares    Fair Value      % of
Partners’
Capital
 

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

        

United States (continued)

        

Real Estate (6.76% of Partners’ Capital) (continued)

        

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

      $ 913,056      

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

        2,644,805      

Northwood Real Estate Co-Investors, L.P.(1)

        1,292,159      

Northwood Real Estate Partners, L.P.(1)

        2,338,812      

Parmenter Realty Fund III, L.P.

        771,302      

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

        1,302,076      

Pearlmark Mezzanine Realty Partners III, LLC(1)

        1,693,344      

Pennybacker II, L.P.(1)

        1,289,303      

SBC Latin America Housing US Fund, L.P.

        1,477,668      

Square Mile Partners III, L.P.(1)

        1,824,861      

Relative Value (10.35% of Partners’ Capital)

        

Blue Mountain Credit Alternatives Fund, L.P.

        9,526,836      

Citadel Wellington, LLC

        11,271,782      

Eton Park Fund, L.P.

        88,432      

Kenmont Onshore Fund, L.P.(2)

        2,897      

King Street Capital, L.P.

        164,782      

Magnetar Capital Fund, L.P.

        881,470      

Magnetar SPV, LLC (Series L)

        307,210      

Millennium USA, L.P.

        4,728,956      

OZ Asia Domestic Partners, L.P.(1)

        301,334      

PIPE Equity Partners, LLC(2)

        1,392,688      

PIPE Select Fund, LLC(2)

        3,850,369      

Stark Investments, L.P.(1)

        17,521      

Stark Select Asset Fund, LLC

        185,148      
     

 

 

    

Total United States

        233,286,965      
     

 

 

    

Total Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies

        298,423,435         94.42
     

 

 

    

 

See accompanying notes to financial statements.

 

24


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Schedule of Investments, continued

June 30, 2014

(Unaudited)

 

     Shares      Fair Value      % of
Partners’
Capital
 

Passive Foreign Investment Companies

        

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

        

Energy (0.09% of Partners’ Capital)

        

Ospraie Special Opportunities (Offshore) Ltd.

      $ 293,500      

Private Equity (0.15% of Partners’ Capital)

        

Q China Holdings Ltd.

     1,052         111,119      

Q India Holdings Ltd.

     2,429         257,199      

Quorum Fund Ltd.

     1,608         94,381      

Relative Value (0.88% of Partners’ Capital)

        

CRC Credit Fund Ltd.

     10,071         2,671,780      

Overseas CAP Partners, Inc.

     14         117,140      
     

 

 

    

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

        3,545,119      
     

 

 

    

Total Passive Foreign Investment Companies

        3,545,119         1.12
     

 

 

    

Private Corporations

        

United States

        

Real Estate (0.57% of Partners’ Capital)

        

Legacy Partners Realty Fund II, Inc.

        293,231      

Legacy Partners Realty Fund III, Inc.

        1,172,544      

Net Lease Private REIT V, Inc.(1)

        3,131      

Net Lease Private REIT VI, Inc.

        107,377      

Net Lease Private REIT VII, Inc.

        108,163      

Net Lease Private REIT VII-A, Inc.

        108,163      
     

 

 

    

Total Private Corporations

        1,792,609         0.57
     

 

 

    

Total Investments in Investment Funds Cost ($268,991,889)

        303,761,163         96.11
     

 

 

    

Investments in Securities

        

Common Stock

        

United States

        

Private Equity (0.30% of Partners’ Capital)

        

Houghton Mifflin Harcourt Co.

     48,860         936,158      
     

 

 

    

Total Common Stock

        936,158         0.30
     

 

 

    

 

See accompanying notes to financial statements.

 

25


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Schedule of Investments, continued

June 30, 2014

(Unaudited)

 

     Shares      Fair Value      % of
Partners’
Capital
 

Registered Investment Companies

        

United States

        

Money Market Funds (0.26% of Partners’ Capital)

        

JPMorgan 100% U.S. Treasury Securities Money Market Fund(1)

     835,459       $ 835,459      
     

 

 

    

Total Registered Investment Companies

        835,459         0.26
     

 

 

    

Total Investments in Securities (Cost $1,646,862)

        1,771,617         0.56
     

 

 

    

Derivative Contracts—Assets

        

Warrants Purchased

        

United States

        

Global Macro and Trading (0.00% of Partners’ Capital)

        

Bally Total Fitness Holdings Corp. Warrants Exp. Sep. 2014, Strike Price $20.00 USD

     4         —        
     

 

 

    

Total Warrants Purchased

        —           0.00
     

 

 

    

Total Derivative Contracts—Assets (Cost $—)

        —           0.00
     

 

 

    

Total Investments (Cost $270,638,751)

      $ 305,532,780         96.67
     

 

 

    

The Master Fund’s total outstanding capital commitments to Investment Funds as of June 30, 2014 were $48,137,064. For certain Investment Funds for which the Master Fund has a capital commitment, the Master Fund may be allocated its pro-rata share of expenses prior to having to fund a capital call for such expenses.

All Investment Funds and securities are non-income producing unless noted otherwise.

 

(1)

Income producing investment

(2)

Affiliated investments (See Note 5c)

(3)

Affiliated investments for which ownership exceeds 25% of Partners’ Capital

 

See accompanying notes to financial statements.

 

26


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Statement of Operations

Six Months Ended June 30, 2014

(Unaudited)

 

Investment income:

  

Dividend income

   $ 2,520,102   

Interest income

     762,862   
  

 

 

 

Total investment income

     3,282,964   
  

 

 

 

Expenses:

  

Investment Management Fees

     5,948,531   

Administration fees

     361,549   

Professional fees

     4,117,928   

Consulting fees

     1,600,000   

Custodian fees

     138,707   

Directors fees

     153,012   

Interest expense

     3,149   

Offshore withholding tax expense

     1,059,131   

Other expenses

     900,219   
  

 

 

 

Total expenses

     14,282,226   
  

 

 

 

Net investment loss

     (10,999,262
  

 

 

 

Net realized and unrealized gain (loss):

  

Net realized gain from investments and foreign currency translations

     25,960,609   

Net realized gain from futures contracts

     7,029,230   

Net realized loss from purchased options

     (9,921,550

Net realized gain from swap agreements

     795,643   

Net realized gain from redemptions in-kind

     251,936   

Net realized loss from affiliated Investment Funds

     (3,923,447

Change in unrealized appreciation/depreciation

     (21,391,633
  

 

 

 

Net realized and unrealized loss

     (1,199,212
  

 

 

 

Net decrease in partners’ capital resulting from operations

   $ (12,198,474
  

 

 

 

 

See accompanying notes to financial statements.

 

27


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Statements of Changes in Partners’ Capital

Year Ended December 31, 2013 and

Six Months Ended June 30, 2014 (Unaudited)

 

Partners’ capital at December 31, 2012

   $ 3,071,734,183   

Contributions

     468,913   

Withdrawals

     (1,130,957,698

Net increase in partners’ capital resulting from operations:

  

Net investment loss

     (20,454,781

Net realized gain from investments and foreign currency translations

     199,189,193   

Net realized loss from futures contracts

     (30,196,456

Net realized loss from swap agreements

     (59,469,633

Net realized loss from forward foreign currency exchange contracts

     (8,860,029

Net realized loss from redemptions in-kind

     170,632   

Net realized gain from affiliated Investment Funds

     19,603,727   

Change in unrealized appreciation/depreciation

     22,813,375   
  

 

 

 

Net increase in partners’ capital resulting from operations

     122,796,028   
  

 

 

 

Partners’ capital at December 31, 2013

     2,064,041,426   
  

 

 

 

Contributions

     210,078   

Withdrawals

     (12,715,834

Transfer of Interests to The Endowment PMF Master Fund, L.P.

     (1,723,272,229

Net decrease in partners’ capital resulting from operations:

  

Net investment loss

     (10,999,262

Net realized gain from investments and foreign currency translations

     25,960,609   

Net realized gain from futures contracts

     7,029,230   

Net realized loss from purchased options

     (9,921,550

Net realized gain from swap agreements

     795,643   

Net realized gain from redemptions in-kind

     251,936   

Net realized gain from affiliated Investment Funds

     (3,923,447

Change in unrealized appreciation/depreciation

     (21,391,633
  

 

 

 

Net decrease in partners’ capital resulting from operations

     (12,198,474
  

 

 

 

Partners’ capital at June 30, 2014

   $ 316,064,967   
  

 

 

 

 

See accompanying notes to financial statements.

 

28


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Statement of Cash Flows

Six Months Ended June 30, 2014

(Unaudited)

 

Cash flows from operating activities:

  

Net decrease in partners’ capital resulting from operations

   $ (12,198,474

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

  

Purchases of investments

     (216,511,005

Proceeds from disposition of investments

     512,366,694   

Premiums paid on credit default swap agreements

     2,907,059   

Net realized gain from investments

     (15,635,576

Net realized gain from redemptions in-kind

     (251,936

Net realized loss from affiliated Investment Funds

     3,923,447   

Change in unrealized appreciation/depreciation from investments

     11,888,001   

Change in unrealized appreciation/depreciation from swap agreements

     1,608,926   

Change in operating assets and liabilities:

  

Deposits with brokers for futures contracts

     21,305,867   

Deposits with brokers for swap agreements

     15,534,304   

Foreign currency, at value

     (212,235

Advanced Contributions to Investment Funds

     (15,000,000

Receivable from investments sold

     36,246,571   

Receivable from affiliated investments sold

     35,242,278   

Offshore withholding tax receivable

     (876,504

Prepaids and other assets

     383,022   

Investment Management Fees payable

     (5,844,361

Payable to affiliate

     (163,867,391

Offshore withholding tax payable

     (910,683

Administration fees payable

     (221,908

Payable to Adviser

     26,042   

Payable to Directors

     5,760   

Accounts payable and accrued expenses

     125,628   
  

 

 

 

Net cash provided by operating activities

     210,033,526   
  

 

 

 

Cash flows from financing activities:

  

Contributions

     210,078   

Withdrawals

     (663,586,511
  

 

 

 

Net cash used in financing activities

     (663,376,433
  

 

 

 

Net change in cash and cash equivalents

     (453,342,907

Cash and cash equivalents at beginning of period

     469,431,361   
  

 

 

 

Cash and cash equivalents at end of period

   $ 16,088,454   
  

 

 

 

Supplemental schedule of cash activity:

  

Cash paid for offshore withholding taxes

   $ 2,846,318   

Cash paid for interest

     3,895   

Supplemental schedule of noncash activity:

  

Redemptions in-kind (Cost $812,672)

   $ 1,064,608   

Transfer of Interests to The Endowment PMF Master Fund, L.P.

     (1,723,272,229

 

See accompanying notes to financial statements.

 

29


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements

June 30, 2014

(Unaudited)

(1) ORGANIZATION

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

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

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

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

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

On March 31, 2014 the Master Fund transferred in-kind a portfolio of Investment Funds to The Endowment PMF Master Fund, L.P. (the “PMF Master Fund”), in exchange for limited partnership interests (the “Interests”) of the PMF Master Fund totaling $1,723,272,229. The transfer was accounted for as a tax-free transaction resulting in Investment Funds transferring to the PMF Master Fund with a total market value of $1,490,836,309, consisting of total cost and accumulated appreciation of $1,317,376,887 and $173,459,422, respectively.

 

30


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

(a) BASIS OF ACCOUNTING

The accounting and reporting policies of the Master Fund conform with U.S. generally accepted accounting principles (“U.S. GAAP”). The accompanying financial statements reflect the financial position of the Master Fund and the results of its operations.

(b) CASH EQUIVALENTS

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

(c) INVESTMENT SECURITIES TRANSACTIONS

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

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

Dividend income is recorded on the ex-dividend date. Other investment fund distributions are recorded based on the detail provided with the distribution notice, as applicable. Realized gains or losses on the disposition of investments are accounted for based on the first in first out method.

(d) INVESTMENT VALUATION

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

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

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

The Master Fund is not able to obtain complete underlying investment holding details on each of the Investment Funds in order to determine if the Master Fund’s proportional, aggregated, indirect share of any investments held by the Investment Funds exceeds 5% of net assets of the Master Fund as of June 30, 2014.

 

31


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

Investments currently held by the Master Fund are valued as follows:

 

   

INVESTMENT FUNDS—Investments in Investment Funds are carried at fair value, using the net asset value (the “NAV”) as a practical expedient, as provided to the Administrator by the investment managers of such Investment Funds or the administrators of such Investment Funds. These Investment Funds value their underlying investments in accordance with policies established by such Investment Funds. Prior to investing in any Investment Fund, the Adviser Valuation Committee, as part of the due diligence process, conducts a review of the valuation methodologies employed by the Investment Fund to determine whether such methods are appropriate for the asset types. All of the Master Fund’s valuations utilize financial information supplied by each Investment Fund and are net of management and estimated performance incentive fees or allocations payable to the Investment Funds’ managers pursuant to the Investment Funds’ agreements. Generally, Investment Funds in which the Master Fund invests will use market value when available, and otherwise will use principles of fair value applied in good faith. The Adviser Valuation Committee will consider whether it is appropriate, in light of the relevant circumstances, to value shares at NAV as reported by an Investment Fund for valuation purposes, or whether to adjust such reported value to reflect an adjusted fair value. Because of the inherent uncertainty of valuation, fair value may differ significantly from the value that would have been used had readily available markets for the investments in Investment Funds existed. The Master Fund’s investments in Investment Funds are subject to the terms and conditions of the respective operating agreements and offering memoranda of such Investment Funds. Investment Funds are typically categorized as Level 2 or Level 3 in the fair value hierarchy based upon liquidity.

 

   

SECURITIES LISTED ON A SECURITIES EXCHANGE OR OVER-THE-COUNTER EXCHANGES— In general, the Master Fund values these securities at their last sales price on the exchange or over-the-counter market on the valuation date. If the security is listed on more than one exchange, the Master Fund uses the price from the exchange that it considers to be the principal exchange on which the security is traded. If there have been no sales for that day on the exchange where the security is principally traded, then the price of the security will be valued at the mean between the closing bid and ask prices on the valuation date. In these situations, valuations are typically categorized as Level 1 in the fair value hierarchy. Securities traded on a foreign securities exchange will generally be valued at their closing prices on the exchange where such securities are primarily traded, and translated into U.S. dollars at the current exchange rate. If an event occurred between the close of the foreign exchange and the valuation date of the Master Fund’s NAV that would materially affect the value of the security and the NAV of the Master Fund, the value of such security and the NAV of the Master Fund will be adjusted to reflect the change in the estimated value of the security. Such fair valued securities are typically categorized as Level 2 in the fair value hierarchy, based upon the inputs used to value the securities.

 

   

DERIVATIVES—Exchange traded futures contracts are valued using quoted final settlement prices from the national exchange on which they are principally traded and are typically categorized as Level 1 in the fair value hierarchy. If no such price is reported by such exchange on the valuation date, the Adviser Valuation Committee will determine the fair value in good faith using information that is available at such time. Such fair valued investments are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based upon the inputs used to value the investments.

Options that are listed on a securities exchange are generally valued at the closing “bid” and “ask” prices for options held long and short, respectively on the valuation date and are typically categorized as Level 1 in the fair value hierarchy. If no such bid or ask price is reported, the positions are valued at

 

32


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

the last sales price on the valuation date. If no such sales price is reported by such exchange on the valuation date, the Adviser Valuation Committee in conjunction with the Administrator will determine the fair value of such investments in good faith using information that is available at such time. Such fair valued options are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based upon the inputs used to value the investments.

Non exchange-traded derivatives, such as swap agreements, are valued based on procedures approved by the Board and are typically categorized as Level 2 in the fair value hierarchy. Credit default swaps and total return swaps are generally fair valued using evaluated quotes provided by an independent pricing service. If a quotation is not available from the independent pricing service, the price is obtained from a broker (typically the counterparty to the swap agreement) on the valuation date.

Forward foreign currency exchange contracts are valued at the current day’s interpolated foreign exchange rate, which is calculated using the current day’s spot rate and the 30 day forward rate, or the 30 to 720 day forward rates converted to U.S. dollars at the exchange rate of such currencies on the valuation date. Such valuations are provided by a pricing service approved by the Board, and are typically categorized as Level 2 in the fair value hierarchy.

 

   

OTHER—Investments in open-end registered investment companies (“RICs”) that do not trade on an exchange are valued at the end of day NAV per share and are categorized as Level 1 in the fair value hierarchy. Where no value is readily available from a RIC or other security, or where a value supplied by a RIC is deemed not to be indicative of the RIC’s value, the Adviser Valuation Committee and/or the Board Valuation Committee, in consultation with the Administrator or the Adviser, will determine, in good faith, the fair value of the RIC or other security. Such fair valued investments are typically categorized as Level 1 or Level 2 in the fair value hierarchy, based upon the inputs used to value the investments.

Fixed-income securities are valued according to prices as furnished by an independent pricing service or broker/dealer quotes and are typically categorized as Level 2 in the fair value hierarchy. Fixed-income securities maturing within a relatively short time frame may be valued at amortized cost, which approximates market value, and are typically categorized as Level 2 in the fair value hierarchy.

 

   

SECURITIES NOT ACTIVELY TRADED—The value of securities, derivatives or synthetic securities that are not actively traded on an exchange shall be determined by obtaining quotes from brokers that normally deal in such securities or by an unaffiliated pricing service that may use actual trade data or procedures using market indices, matrices, yield curves, specific trading characteristics of certain groups of securities, pricing models or a combination of these procedures pursuant to the fair valuation procedures approved by the Board. In each of these situations, valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based upon the inputs used to value the investments.

(e) FOREIGN CURRENCY

The accounting records of the Master Fund are maintained in U.S. dollars. Foreign currency amounts and investments denominated in a foreign currency, if any, are translated into U.S. dollar amounts at current exchange rates on the valuation date. Purchases and sales of investments denominated in foreign currencies are translated into U.S. dollar amounts at the exchange rate on the respective dates of such transactions.

(f) DERIVATIVE INSTRUMENTS

All open derivative positions at period-end are presented in the Master Fund’s Schedules of Investments. In addition to the derivatives held by the Master Fund, the Investment Funds may have directly engaged in

 

33


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

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

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

FUTURES CONTRACTS—The Master Fund may invest in futures contracts as part of its 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. Upon entering into a futures contract, the Master Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount (initial margin deposit). Subsequent payments, known as “variation margin,” are made or received by the Master Fund, depending on fluctuations in the value of the underlying asset.

The underlying assets are not physically delivered. The Master Fund recognizes a gain or loss equal to the variation margin. Should market conditions move unexpectedly, the Master Fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. The use of futures transactions involves, to varying degrees, elements of market risk (generally equity price risk related to stock index or equity futures contracts, interest rate risk related to bond futures contracts, and commodity price risk related to commodity futures contracts) and exposure to loss. The face or contract amount reflects the extent of the total exposure the Master Fund has in the particular classes of instruments. Among other risks, the use of futures contracts may cause the Master Fund to have imperfect correlation due to differences between movements in the price of the futures contracts and the market value of the underlying securities and the possibility of an illiquid market for a futures contract. With futures contracts, there is minimal counterparty risk to the Master Fund since the futures contracts are exchange-traded and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.

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.

 

34


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

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

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

A total return swap agreement is a bilateral financial contract agreement where one party (the payer) agrees to pay the other (the receiver) the total return on a specified asset or index in exchange for a fixed or floating rate of return. A total return swap agreement allows the receiver or payer to derive the economic benefit of owning or having short exposure to an asset without owning or shorting the underlying asset directly. The receiver is entitled to the amount, if any, by which the notional amount of the total return swap agreement would have increased in value had it been invested in the particular instruments, plus an amount equal to any dividends or interest that would have been received on those instruments. In return, the payer is entitled to an amount equal to a fixed or floating rate of interest (e.g., a LIBOR based rate) on the notional amount of the swap agreement plus the amount, if any, by which the notional amount would have decreased in value had it been invested in such instruments, less any dividends or interest. The amounts to which each party is entitled are normally netted against each other, at periodic settlement dates, resulting in a single amount that is either due to or from each party.

Swap agreements do not involve the physical delivery of assets, thereby limiting the risk of loss to the Master Fund to the net amount of payments it is contractually obligated to make. The use of swap agreements involves, to varying degrees, elements of market risk, equity risk and counterparty risk. The Master Fund remains subject to credit risk with respect to the net amount expected to be received from the other party. The Master Fund considers the creditworthiness of each counterparty to a swap agreement in evaluating potential credit risk, and will not enter into any swap agreement unless the Adviser believes the counterparty to the transaction is creditworthy, or unless the swap agreement is centrally cleared. With uncleared swap agreements, the Master Fund bears the risk of loss of the amount expected to be received under the swap agreement if the counterparty fails to perform. The counterparty risk for cleared swap agreements is generally lower than for uncleared over-the-counter swap agreements as the clearing organization becomes substituted for each counterparty and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to a clearing house for performance of financial obligations. However, there can be no assurance that the clearing house, or its members, will satisfy its obligations to the Master Fund. However, the Master Fund seeks to minimize this risk by generally requiring collateral, in the form of cash, to be held in a broker segregated account for swap agreements. The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary securities transactions.

During the six months ended June 30, 2014, the Master Fund’s direct investments in derivatives consisted of the purchase and sale of call options contracts, the purchase and sale of futures contracts, and the purchase and

 

35


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

sale of total return and credit default swap agreements. Investment Funds in which the Master Fund invests may also purchase and sell derivative instruments and other financial instruments.

As of June 30, 2014, the Master Fund held no direct investments in derivative instruments, other than warrants purchased with a fair value of $0.

The following is a summary of the effect of derivative instruments on the Statements of Operations for the six months ended June 30, 2014:

 

     Realized Gain (Loss)
from Derivative Instruments
    Change in Unrealized
Appreciation/Depreciation
from Derivative

Instruments
 

Equity Risk Exposure:

    

Futures Contracts

   $ 8,523,419      $ (9,206,091

Total Return Swap Agreements

     320,224        (268,006

Interest Rate Risk Exposure:

    

Futures Contracts

     (1,494,189     1,212,498   

Call Options Purchased

     (9,921,550     4,241,080   

Credit Risk Exposure:

    

Credit Default Swap Agreements

     475,419        (1,340,920

As described above, the Master Fund utilized derivative instruments to achieve its investment objective during the six months ended June 30, 2014. The Master Fund may enter into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar agreements with its derivative contract counterparties whereby the Master Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. Under the ISDA Master Agreements in place at June 30, 2014, the Master Fund is subject to master netting agreements that allow for amounts owed between the Master Fund and its counterparty to be netted. The party that has the larger payable pays the excess of the larger amount over the smaller amount to the other party. The master netting agreements do not apply to amounts owed to or from different counterparties. At June 30, 2014, the Master Fund had one ISDA Master Agreement in place with Goldman Sachs for which master netting agreements (“MNA”) apply only to amounts owed in the same currency and in respect of the same transaction.

As of June 30, 2014, the Master Fund held no investments subject to a MNA.

(g) CFTC REGULATION

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

 

36


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

Previously, in November 2012, the CFTC issued relief for fund of fund operators, including advisers to RICs, that may otherwise be required to register with the CFTC as commodity pool operators but do not have access to information from the investment funds in which they are invested in order to determine whether such registration is required. This relief delayed the registration date for such operators until the later of June 30, 2013 or six months from the date the CFTC issues revised guidance on the application of certain thresholds with respect to investments in commodities held by funds of funds. In December 2012, the Master Fund filed as required with the CFTC in order to claim this no-action relief, which was effective upon receipt of the filing. Although the CFTC now has adopted harmonization rules applicable to investment companies that are deemed to be commodity pools, the CFTC has not yet issued guidance on how funds of funds are to determine whether they are deemed to be commodity pools. As of June 30, 2014, the Master Fund is not considered a commodity pool and continues to rely on the fund of fund no-action relief.

(h) INVESTMENT INCOME

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

(i) FUND EXPENSES

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

(j) INCOME TAXES

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

For the current open tax year 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 six months ended June 30, 2014, 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

 

37


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

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) are subject to examination by federal and state tax jurisdictions.

(k) USE OF ESTIMATES

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

(3) FAIR VALUE MEASUREMENTS

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

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

 

   

Level 1—unadjusted quoted prices in active markets for identical investments

 

   

Level 2—investments with other significant observable inputs or investments that can be fully redeemed at the NAV in the “near term”

 

   

Level 3—investments with significant unobservable inputs (which may include the Master Fund’s own assumptions in determining the fair value of investments) or investments that cannot be fully redeemed at the NAV in the “near term”; these are investments that generally have one or more of the following characteristics: early repurchase fees, gated redemptions, suspended redemptions, or lock-up periods greater than quarterly

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

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

 

38


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

The following is a summary categorization as of June 30, 2014, of the Master Fund’s investments based on the level of inputs utilized in determining the value of such investments:

 

    LEVEL 1     LEVEL 2     LEVEL 3     Total  
    Investments     Other
Financial
Instruments^
    Investments     Investments     Investments     Other
Financial
Instruments^
 

Investment Funds

           

Limited Partnerships, Exempted Limited

           

Partnerships and Limited Liability Companies

           

Energy

  $ —        $ —        $ —        $ 39,218,077      $ 39,218,077      $ —     

Event-Driven

    —          —          7,708,608        11,699,308        19,407,916        —     

Global Macro and Trading

    —          —          28,498,121        20,206,448        48,704,569        —     

Private Equity

    —          —          —          128,515,229        128,515,229        —     

Real Estate

    —          —          —          29,778,965        29,778,965        —     

Relative Value

    —          —          —          32,798,679        32,798,679        —     

Passive Foreign Investment Companies

           

Energy

    —          —          —          293,500        293,500        —     

Private Equity

    —          —          —          462,699        462,699        —     

Relative Value

    —          —          —          2,788,920        2,788,920        —     

Private Corporations

           

Real Estate

    —          —          —          1,792,609        1,792,609        —     

Investment Securities

           

Common Stocks

           

Private Equity

    936,158        —          —          —          936,158        —     

Registered Investment Companies

           

Money Market Funds

    835,459        —          —          —          835,459        —     

Derivative Instruments

           

Warrants Purchased

           

Global Macro and Trading

    —          —          —          —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 1,771,617      $ —        $ 36,206,729      $ 267,554,434      $ 305,532,780      $ —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

^

Other financial instruments include any derivative instruments not reflected in the Schedule of Investments as Investments in Securities, such as warrants purchased. These financial instruments are generally recorded in the financial statements at the unrealized gain or loss on the financial instrument. As of June 30, 2014, the fair value of warrants purchased was $0.

The categorization of investments amongst Levels 1 through 3 does not reflect the fact that many of the underlying investments held by the Investment Funds included in Level 3, if owned directly by the Master Fund, may be classified as Level 1 or Level 2 investments.

 

39


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

The following table is a summary of quantitative information about significant unobservable valuation inputs approved by the Adviser Valuation Committee for Level 3 fair value measurements for investments held as of June 30, 2014:

 

    Fair Value as of
June 30, 2014
   

Valuation Technique

 

Liquidity of
Investments

  Adjustments
To NAV**
 

Investments

       

Limited Partnerships, Exempted Limited

       

Partnerships and Limited Liability Companies

       

Energy

  $ 39,218,077      NAV as Practical Expedient*   Non-redeemable     None   

Event-Driven

    11,699,308      NAV as Practical Expedient*   Quarterly or Greater     None   

Global Macro and Trading

    20,206,448      NAV as Practical Expedient*   Monthly or Greater     None   

Private Equity

    128,515,229      NAV as Practical Expedient*   Non-redeemable     None   

Real Estate

    29,778,965      NAV as Practical Expedient*   Non-redeemable     None   

Relative Value

    32,798,679      NAV as Practical Expedient*   Quarterly or Greater     None   

Passive Foreign Investment Companies

       

Energy

    293,500      NAV as Practical Expedient*   Non-redeemable     None   

Private Equity

    462,699      NAV as Practical Expedient*   Non-redeemable     None   

Relative Value

    2,788,920      NAV as Practical Expedient*   Non-redeemable     None   

Private Corporations

       

Real Estate

    1,792,609      NAV as Practical Expedient*   Non-redeemable     None   
 

 

 

       

Total Investments

  $ 267,554,434         
 

 

 

       

 

*

Unobservable valuation input.

**

Amounts represent adjustments, if any, made to NAV provided by the investment manager or administrator of the Investment Funds. Adjustments to the practical expedient NAV may be made under certain circumstances including, but not limited to, the following: the practical expedient NAV received is not as of the Master Fund’s measurement date; it is probable that the Investment Fund will be sold at a value significantly different than the reported expedient NAV; it is determined by the Board Valuation Committee that the Investment Fund is not being valued at fair value by the Investment Fund manager.

 

40


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

The Master Fund discloses transfers between levels based on valuations at the end of the reporting period. Transfers that occurred between Levels 2 and 3 during the six months ended June 30, 2014, based on levels assigned to Investments on December 31, 2013, are included in the table below. The following is a reconciliation of Level 3 investments based on the inputs used to determine fair value:

 

    Investments  
    Balance as of
December 31,
2013
    Redemptions
In-Kind
    Transfers
In1
    Transfers
Out2
    Transfers
In-Kind3
    Gross
Purchases
    Gross Sales4     Net
Realized
Gain (Loss)
    Change in
Unrealized
Appreciation/
Depreciation
    Balance as
of June 30,
2014
 

Investments

                   

Limited Partnerships, Exempted Limited

                   

Partnerships and Limited Liability Companies

                   

Energy

  $ 227,684,804      $ —        $ —        $ —        $ (192,104,381   $ 7,288,556      $ (6,065,494   $ 3,167,290      $ (752,698   $ 39,218,077   

Event-Driven

    92,523,536        —          —          —          (69,150,029     —          (7,821,100     364,927        (4,218,026     11,699,308   

Global Macro and Trading

    140,888,664        —          —          (12,256,141     (90,538,577     14,000,000        (28,748,001     7,058,217        (10,197,714     20,206,448   

Private Equity

    804,709,299        —          —          —          (626,822,061     17,445,648        (70,091,585     11,835,494        (8,561,566     128,515,229   

Real Estate

    182,601,579        —          —          —          (149,145,780     2,927,083        (6,248,929     813,427        (1,168,415     29,778,965   

Relative Value

    163,547,560        —          11,360,214        —          (134,027,638     7,375        (9,568,925     (1,586,448     3,066,541        32,798,679   

Passive Foreign Investment Companies

                   

Energy

    4,000,974        —          —          —          (1,455,515     —          (2,269,271     517,979        (500,667     293,500   

Private Equity

    615,629        364,940            (517,238     —          —          —          (632     462,699   

Relative Value

    22,127,566        —          —          —          (18,379,864     14,371,133        (16,164,451     202,697        631,839        2,788,920   

Private Corporations

                   

Real Estate

    13,216,244        —          —          —          (10,202,859     —          (999,626     —          (221,150     1,792,609   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments

  $ 1,651,915,855      $ 364,940      $ 11,360,214      $ (12,256,141   $ (1,292,343,942   $ 56,039,795      $ (147,977,382   $ 22,373,583      $ (21,922,488   $ 267,554,434   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

1 

Transfers from Level 2 to Level 3 in the fair value hierarchy generally relate to changes in liquidity provisions of the Investment Funds.

2 

Transfers from Level 3 to Level 2 in the fair value hierarchy generally relate to changes in liquidity provisions of the Investment Funds.

3 

Transfers In-Kind were a tax free transfer that resulted from the March 31, 2014 tender offer of the Master Fund. Investment Funds were received by the PMF Master Fund at original cost and accumulated unrealized appreciation/depreciation.

4 

Includes Return of Capital and Capital Gain Distributions.

The net realized gain (loss) and change in unrealized appreciation/depreciation in the table above are reflected in the accompanying Statement of Operations. The change in unrealized appreciation/depreciation from Level 3 investments held at June 30, 2014 is $(6,596,684).

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.

Certain Investment Funds in which the Master Fund invests have limitations on liquidity which may result in limitations on redemptions including, but not limited to, early redemption fees. Other than Investment Funds that are self-liquidating, such as Private Equity and some Energy, Natural Resources and Real Estate Funds, the Investment Funds in which the Master Fund invests have withdrawal rights ranging from monthly to annually, after a notice period, usually for a period of up to two years from the date of the initial investment or an

 

41


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

additional investment. A listing of the investments held by the Master Fund and their attributes as of June 30, 2014, that qualify for this valuation approach is shown in the table below.

 

Investment Category   Investment Strategy  

Fair
Value

(in 000s)

    Unfunded
Commitments
(in 000s)
    Remaining
Life*
  Redemption
Frequency*
  Notice
Period
(in Days)*
 

Redemption
Restrictions

and Terms*

Energy(a)

  Private investments in securities issued by companies in the energy and natural resources sectors.   $ 39,512      $ 8,080      up to 15 years   N/A   N/A   0-15 years

Event-Driven(b)

  Strategies designed to profit from changes in the prices of securities of companies facing a major corporate     19,408        N/A      N/A   Quarterly   45-90   0-5 years;
up to 2.5% early withdrawal fee; possible 25% investor level gate; illiquid side pocket capital

Global Macro and Trading(c)

  Investments across global markets and security types seeking to profit from macroeconomic opportunities. Strategies can be discretionary or systematic. Includes CTAs.     48,705        N/A      N/A   Quarterly   30-90   0-5 years;
up to 6% early redemption fee; possible hard lock within first 12 months; illiquid side pocket capital

Private Equity(d)

  Investments in nonpublic companies.     128,976        32,863      up to 10 years   N/A   N/A   0-10 years

Real Estate(e)

  Investments in REITs, private partnerships, and various real estate related mortgage securities.     31,572        7,195      up to 10 years   N/A   N/A   0-10 years

Relative Value(f)

  Strategies seeking to profit from inefficiencies existing within capital structures, within markets, and across markets.     35,588        N/A      N/A   Quarterly   30-120   0-5 years;
up to 7% early redemption fee; possible 5% fund level gate; illiquid side pocket capital
    $ 303,761      $ 48,138           
   

 

 

   

 

 

         

 

*

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.

 

42


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

The following is a summary of the fair value as percentage of partners’ capital, and liquidity provisions for Investment Funds constituting greater than 5% of the Master Fund’s partners’ capital as of June 30, 2014:

 

Passive Foreign Investment Companies 

   Fair Value as
% of
Partners’
Capital
    Redemption
Frequency
     Redemption Restrictions and Terms  

Blueshift Energy Fund, L.P.

     6.39     Monthly         0-3 months; 2% early repurchase fee   

(4) PARTNERS’ CAPITAL ACCOUNTS

(a) ISSUANCE OF INTERESTS

Upon receipt from an eligible investor of an initial or additional application for interests (the “Interests”), which will generally be accepted as of the first day of each month, the Master Fund will issue new Interests. The Interests have not been registered under the Securities Act, or the securities laws of any state. The Master Fund issues Interests only in private placement transactions in accordance with Regulation D or other applicable exemptions under the Securities Act. No public market exists for the Interests, and none is expected to develop. The Master Fund is not required, 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.

 

43


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

(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. The Adviser generally recommends to the Board that the Master Fund offer to repurchase Interests pursuant to written tenders by partners. The Adviser does not anticipate considering any future repurchase offers until the fourth quarter of 2014 at the earliest. Future tender offers may be as frequent as quarterly or as infrequent as annually.

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

(5) INVESTMENTS IN PORTFOLIO SECURITIES

(a) INVESTMENT ACTIVITY

As of June 30, 2014 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 of up to 2.0% annually of monthly average net assets. In addition, many Investment Funds also provide for performance incentive fees/ allocations of up to 20% of an Investment Fund’s net profits, although it is possible that such ranges may be exceeded for certain investment managers. These management fees and incentive fees are in addition to the management fees charged by the Master Fund.

For the six months ended June 30, 2014, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) was $42,210,538 and $89,931,262, respectively.

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

The underlying investments generally do not provide the Master Fund with tax reporting information until well after year end, and as a result, the Master Fund is unable to calculate the year end tax cost of its investments until such time. The Master Fund’s book cost as of June 30, 2014, was $270,638,751, resulting in accumulated net unrealized appreciation of $34,894,029 consisting of $65,502,486 in gross unrealized appreciation and $30,608,457 in gross unrealized depreciation.

During the six months ended June 30, 2014, certain investments were received through a transfer in-kind in connection with the redemption of certain investments. The fair value of these investments transferred-in-kind, related cost and realized gain (loss) were as follows:

 

Investments Redeemed

   Fair Value      Cost      Realized Gain (Loss) on
Transfers In-Kind
     Investments Received

Q Funding III, L.P.

   $ 531,086       $ 393,670       $ 137,416       Houghton Mifflin Harcourt Co.

Q Funding III, L.P.

     86,682         64,253         22,429       Q China Holdings, Ltd.

Q Funding III, L.P.

     190,338         141,089         49,249       Q India Holdings, Ltd.

Q4 Funding, L.P.

     168,582         140,425         28,157       Houghton Mifflin Harcourt Co.

Q4 Funding, L.P.

     27,510         22,915         4,595       Q China Holdings, Ltd.

Q4 Funding, L.P.

     60,410         50,320         10,090       Q India Holdings, Ltd.
  

 

 

    

 

 

    

 

 

    
   $ 1,064,608       $ 812,672       $ 251,936      
  

 

 

    

 

 

    

 

 

    

 

44


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

(b) AFFILIATED INVESTMENT FUNDS

At June 30, 2014, the Master Fund’s investments in certain Investment Funds were deemed to be investments in affiliated issuers under the 1940 Act, primarily because the Master Fund owns 5% or more of the Investment Funds’ total net assets. The activity resulting from investments in these Investment Funds, including interest and dividend income as well as realized gains and losses, is identified in the Statement of Operations as transactions with affiliated investments. A listing of these affiliated Investment Funds (including activity during the six months ended June 30, 2014) is shown below:

 

Investment Funds

  Shares
12/31/2013
    Shares
6/30/2014
    Fair
Value
12/31/2013
    Redemptions
In-Kind
    Transfers In-
Kind
    Cost of
Purchases
    Cost of
Sales*
    Realized
Gain
(Loss) on
Investments
    Change in
Unrealized
Appreciation/
Depreciation
    Fair
Value
6/30/2014
    Interest/
Dividend
Income
 

Blueshift Energy Fund, L.P.

      $ 33,372,298      $ —        $ (29,055,673   $ 14,000,000      $ —        $ —        $ 1,889,823      $ 20,206,448      $ —     

CCM Small Cap Value Qualified Fund, L.P.

        5,210,242        —          (3,364,576     —          (1,137,078     (1,342,063     1,097,516        464,041        —     

Credit Distressed Blue Line Fund, L.P.

        13,190,943        —          (10,477,931     —          —          —          (915,398     1,797,614        —     

Halcyon European Structured Opportunities Fund, L.P.

        89,380        —          (56,154     —          —          —          (22,869     10,357        —     

Harbinger Capital Partners Fund I, L.P.

        25,240,685        —          (20,191,722     —          —          —          (1,484,080     3,564,883        —     

Kenmont Onshore Fund, L.P.

        18,684        —          (15,787     —          —          —          —          2,897        —     

Middle East North Africa Opportunities Fund, L.P.

    5,089        789        1,315,734        —          (1,323,478     —          —          —          248,512        240,768        —     

Orbis Real Estate Fund I

        2,180,645        —          —          21,266        (21,266     —          155,374        2,336,019        —     

PIPE Equity Partners, L.L.C.

        12,411,446        —          (8,854,351     —          (1,909,663     (2,620,951     2,366,207        1,392,688        —     

PIPE Select Fund, L.L.C.

        27,883,086        —          (21,397,958     —          (2,907,707     39,567        233,381        3,850,369        —     
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      $ 120,913,143      $ —        $ (94,737,630   $ 14,021,266      $ (5,975,714   $ (3,923,447   $ 3,568,466      $ 33,866,084      $ —     
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*

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 of the Master Fund. 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 the Master Fund with legal, compliance, transfer agency, and other investor related services at an additional cost.

The administration fees are paid out of the Master Fund’s assets, which decreases the net profits or increases the net losses of the partners in the Master Fund. As of June 30, 2014, the Master Fund had $316,064,967 in partners’ capital. The total administration fee incurred for the six months ended June 30, 2014, was $361,549.

 

45


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

(8) RELATED PARTY TRANSACTIONS

(a) INVESTMENT MANAGEMENT FEE

In consideration of the advisory and other services provided by the Adviser to the Master Fund pursuant to the Investment Management Agreement, the Master Fund pays the Adviser an investment management fee (the “Investment Management Fee”), equal to 1.00% on an annualized basis of the Master Fund’s partners’ capital calculated based on the Master Fund’s partners’ capital at the end of each month, payable quarterly in arrears. The Investment Management Fee decreases the net profits or increases the net losses of the Master Fund that are credited to or debited against the capital accounts of its partners. For the six months ended June 30, 2014, $5,948,531 was incurred for Investment Management Fees.

(b) PLACEMENT AGENTS

The Master Fund may engage one or more placement agents (each, a “Placement Agent”) to solicit investments in the Master Fund. Salient Capital, L.P., an affiliate of the Adviser, is a broker-dealer who has been engaged by the Master 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. As of June 30, 2014, the two largest non-affiliated sub-placement agents service approximately 56.09% of the feeder funds assets which are invested in the Master Fund. To the extent that substantial numbers of investors have a relationship with a particular sub-placement agent, such sub-placement agent may have the ability to influence investor behavior, which may affect the Master Fund.

(9) FUND BORROWING

As a fundamental policy, the Master Fund may borrow up to, but not more than, 25% of the partners’ capital of the Master Fund (at the time such borrowings were made and after taking into account the investment and/or deployment of such proceeds) for the purpose of making investments, funding redemptions and for other working capital and general Master Fund purposes. For purposes of the Master Fund’s investment restrictions and certain investment limitations under the 1940 Act, including for example, the Master Fund’s leverage limitations, the Master Fund will not “look through” Investment Funds in which the Master Fund invests. Investment Funds may also use leverage, whether through borrowings, futures, or other derivative products and are not subject to the Master Fund’s investment restrictions. However, such borrowings by Investment Funds are without recourse to the Master Fund and the Master Fund’s risk of loss is limited to its investment in such Investment Funds, other than for some Investment Funds in which the Master Fund has made a capital commitment, for which the risk of loss is limited to the Master Fund’s total capital commitment. For some Investment Funds in which the Master Fund has made a capital commitment that will be funded over a period of time, such as private equity, private energy and real estate funds, the Master Fund, in certain instances, may commit to fund more than its initial capital commitment. The rights of any lenders to the Master Fund to receive payments of interest or repayments of principal will be senior to those of the partners, and the terms of any borrowings may contain provisions that limit certain activities of the Master Fund. The Master Fund does not currently maintain a credit facility.

 

46


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2014

(Unaudited)

 

(10) FINANCIAL HIGHLIGHTS

 

    Six Months
Ended

June 30,
2014
(Unaudited)
    Year ended
December 31,
2013
    Year ended
December 31,
2012
    Year ended
December 31,
2011
    Year ended
December 31,
2010
    Year ended
December 31,
2009
 

Net investment loss to average partners’ capital1

    (2.46 )%      (0.74 )%      (0.81 )%      (0.75 )%      (0.84 )%      (0.95 )% 

Expenses to average partners’ capital1,2

    3.19     1.37     1.49     1.27     1.19     1.20

Portfolio turnover3

    4.38     16.95     20.88     26.72     26.71     27.40

Total return4

    1.63     4.67     2.50     (3.18 )%      9.52     14.96

Partners’ capital, end of period (000s)

  $ 316,065      $ 2,064,041      $ 3,071,734      $ 4,301,279      $ 5,355,785      $ 5,212,611   

 

    

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

 

1

Ratios are calculated by dividing the indicated amount by average partners’ capital measured at the end of each month during the year. These ratios have been annualized for periods less than twelve 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. Expenses include U.S. offshore withholding tax, which is only allocable to investors investing through the offshore feeder funds.

3

Not annualized for periods less than twelve months.

4

Calculated as geometrically linked monthly returns for each month in the period. Total returns are not annualized for periods less than twelve months.

(11) 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 June 30, 2014.

 

47


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Supplemental Information

June 30, 2014

(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 Master Fund, The Endowment Registered Fund, L.P., The Endowment Institutional Fund, L.P, The Endowment TEI Fund, L.P. and The Endowment Institutional TEI Fund W, 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 $15,000 paid quarterly, an annual Board meeting fee of $3,000, a fee of $1,000 for each informal Board meeting or telephonic Board meeting, annual fees of $625, $625 and $833 for membership on the Audit, Valuation and Compliance Committees, respectively paid quarterly, annual fees of $3,000, $5,000 and $3,000 for the Audit, Valuation and Compliance Committee chair positions, respectively paid quarterly, and an annual fee of $5,000 to the Lead Independent Director, paid quarterly. There are currently six Independent Directors. In the interest of retaining Independent Directors of the highest quality, the Board intends to periodically review such compensation and may modify it as the Board deems appropriate.

Allocation of Investments

The following chart indicates the allocation of investments among the asset classes in the Master Fund as of June 30, 2014.

 

Asset Class1

   Fair Value      %  

Energy

   $ 39,511,577         12.93   

Event-Driven

     19,407,916         6.35   

Global Macro and Trading

     48,704,569         15.94   

Private Equity

     129,914,086         42.53   

Real Estate

     31,571,574         10.33   

Relative Value

     35,587,599         11.65   

Money Market Funds

     835,459         0.27   
  

 

 

    

 

 

 

Total Investments

   $ 305,532,780         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-Q Filings

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

 

48


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2014

(Unaudited)

 

Proxy Voting Policies

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

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

Additional Information

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

Board Consideration of the Investment Management Agreement

At an in-person meeting of the Board held on January 21, 2014, the Board, including the Independent Directors, considered and approved the continuation of the Investment Management Agreement between the Master Fund and the Adviser (the “Advisory Agreement”). In preparation for review of the Advisory Agreement, the Board requested the Adviser to provide detailed information which the Board determined to be reasonably necessary to evaluate the agreement. The Independent Directors also met in-person among themselves prior to the January 21 meeting and on January 20, 2014 to review and discuss aspects of these materials, initially with, and later without, representatives of the Adviser being present. At the request of the Independent Directors, the Adviser made presentations regarding the materials and responded to questions from the Independent Directors relating to, among other things, portfolio management, the Master Fund’s investment programs, Master Fund’s and Adviser’s compliance programs, Adviser staffing and management changes, Master Fund performance including benchmarks and comparisons to other funds, Master Fund fee levels, other portfolios (including fees) managed by the Adviser and its affiliates and the Adviser’s profitability (including revenue of the Adviser across all of its funds). The Board, including the Independent Directors, also took into consideration information furnished for the Board’s review and consideration throughout the year at regular Board meetings. The Independent Directors were assisted at all times by independent counsel.

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

The nature, extent and quality of the advisory services provided. With respect to the Advisory Agreement, the Board considered: management changes at the Adviser designed to increase Master Fund performance, along with changes to the Master Fund’s focus, the background and experience of key investment personnel; the Adviser’s focus on analysis of complex asset categories; the Adviser’s disciplined investment approach and commitment to investment principles; the Adviser’s significant investment in and commitment to

 

49


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2014

(Unaudited)

 

personnel, including additional hiring and extensive training; the Adviser’s significant compliance and tax reporting efforts, and oversight of sales; and, the Adviser’s oversight of and interaction with service providers.

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

The investment performance of the Funds. The Board evaluated the comparative information provided by the Adviser regarding the Master Fund’s investment performance, and information on the performance of other investment funds and various indices, including the relevance of various indices. The Board also considered the various performance reports received throughout the year. The Board concluded that the Adviser was taking significant steps, including strategy changes, to address the Master Fund’s investment performance. On the basis of the Independent Directors’ assessment, the Independent Directors concluded that the Adviser was capable of generating a level of long-term investment performance that is appropriate in light of the Master Fund’s investment objective, policies and strategies.

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

The extent to which economies of scale would be realized as the Master Fund grows and whether fee levels reflect these economies of scale for the benefit of Master Fund investors. While noting that the management fees will not decrease as the level of Master Fund assets increase, the Board concluded that the management fees reflect the Master Fund’s complex operations, the current economic environment for the Adviser, including its continued investment relating to support and monitoring of the Master Fund, changes in investment decision-making being implemented, the competitive nature of the investment company market as relevant to the Master Fund, and the planned decrease in size of the Master Fund following the investor choice plan that is likely to divide the Master Fund’s portfolio. The Board noted that it would have the opportunity to periodically re-examine whether the Master Fund has achieved economies of scale, as well as the appropriateness of management fees payable to the Adviser, in the future.

Benefits (such as soft dollars) to the Adviser from its relationship with the Master Fund. The Board concluded that other benefits derived by the Adviser from its relationship with the Master Fund, to the extent such benefits are identifiable or determinable, are reasonable and fair, result from the provision of appropriate services to the Master Fund and investors therein, and are consistent with industry practice and the best interests of the Master Fund and its partners. In this regard, the Board noted that the Adviser does not realize “soft dollar” benefits from its relationship with the Master Fund.

 

 

50


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2014

(Unaudited)

 

Other considerations. The Board determined that the Adviser has made a continuing and substantial commitment both to the recruitment of high quality personnel, monitoring and investment decision-making and provision of investor service, and maintained and expanded the financial, compliance and operational resources reasonably necessary to manage the Master Fund in a professional manner that is consistent with the best interests of the Master Fund and its partners. The Independent Directors also concluded that the Adviser continues to make a significant entrepreneurial commitment to the management and success of the Master Fund.

 

51


THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Privacy Policy (Unaudited)

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

We collect nonpublic personal information as follows:

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

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

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

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

 

52


Independent Directors

Jonathan P. Carroll

Dr. Bernard Harris

Richard C. Johnson

G. Edward Powell

Scott E. Schwinger

Karin B. Bonding

Interested Directors and Officers

A. Haag Sherman, Director

John A. Blaisdell, Director and Co-Principal Executive Officer

Andrew B. Linbeck, Director and Co-Principal Executive Officer

John E. Price, Treasurer and Principal Financial Officer

Jeremy Radcliffe, Secretary

Paul A. Bachtold, Chief Compliance Officer

Investment Adviser

Endowment Advisers, L.P.

Houston, TX

Fund Administrator and Transfer Agent

Citi Fund Services Ohio, Inc.

Columbus, OH

Custodian

J.P. Morgan Chase Bank, N.A.

Greenwich, CT

Independent Registered Public Accounting Firm

KPMG LLP

Columbus, OH

Legal Counsel

K&L Gates LLP

Boston, MA


 

LOGO


Item 2. Code of Ethics.

Not applicable.

 

Item 3. Audit Committee Financial Expert.

Not applicable.

 

Item 4. Principal Accountant Fees and Services.

Not applicable.

 

Item 5. Audit Committee of Listed Registrants.

Not applicable.


Item 6. Investments.

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

(b) Not applicable.

 

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

Not applicable.

 

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

Not applicable.

 

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

Not applicable.

 

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

Not applicable.

 

Item 11. Controls and Procedures.

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

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

 

Item 12. Exhibits.

(a)(1) Not applicable.

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

(a)(3) Not applicable.

(a)(4) Not applicable.

(b) Certifications pursuant to Rule 30a-2(b) are furnished herewith.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) The Endowment Institutional TEI Fund W, L.P.                                        
By (Signature and Title)  

    /s/ John A. Blaisdell

 
      John A. Blaisdell  
      Co-Principal Executive Officer  

 

Date:

 

 

August 26, 2014

 
By (Signature and Title)  

    /s/ Andrew B. Linbeck

 
      Andrew B. Linbeck  
      Co-Principal Executive Officer  
Date:  

August 26, 2014

 

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

 

By (Signature and Title)  

    /s/ John A. Blaisdell

 
      John A. Blaisdell  
      Co-Principal Executive Officer  
Date:  

August 26, 2014

 
By (Signature and Title)  

    /s/ Andrew B. Linbeck

 
      Andrew B. Linbeck  
      Co-Principal Executive Officer  
Date:  

August 26, 2014

 
By (Signature and Title)  

    /s/ John E. Price

 
      John E. Price  
      Principal Financial Officer  
Date:  

August 26, 2014