0001398344-19-004562.txt : 20190311 0001398344-19-004562.hdr.sgml : 20190311 20190311171011 ACCESSION NUMBER: 0001398344-19-004562 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20181231 FILED AS OF DATE: 20190311 DATE AS OF CHANGE: 20190311 EFFECTIVENESS DATE: 20190311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Endowment PMF Master Fund, L.P. CENTRAL INDEX KEY: 0001597218 IRS NUMBER: 464482288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-22940 FILM NUMBER: 19673054 BUSINESS ADDRESS: STREET 1: 4265 SAN FELIPE STREET 2: 8TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713-993-4675 MAIL ADDRESS: STREET 1: 4265 SAN FELIPE STREET 2: 8TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77027 N-CSR 1 fp0039847_ncsr.htm fp0039847

 

 

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 811-22940

 

 

 

The Endowment PMF Master Fund, L.P.

(Exact name of registrant as specified in charter)

 

 

 

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

(Address of principal executive offices) (Zip code)

 

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

 

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

 

Date of fiscal year end: 12/31/18

 

Date of reporting period: 12/31/18

 

 

Item 1. Reports to Stockholders.

the

Endowment Fund

 

The Endowment PMF Master Fund, L.P.

 

Annual Report

 

December 31, 2018

 

 

TABLE OF CONTENTS

 

The Endowment PMF Master Fund, L.P.

 

Report of Independent Registered Public Accounting Firm

1

Statement of Assets, Liabilities and Partners’ Capital

2

Schedule of Investments

3

Statement of Operations

10

Statements of Changes in Partners’ Capital

11

Statement of Cash Flows

12

Notes to Financial Statements

13

Supplemental Information (Unaudited)

26

Privacy Policy (Unaudited)

33

 

 

Report of Independent Registered Public Accounting Firm

 

To the Partners and Board of Directors
The Endowment PMF Master Fund, L.P.:

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets, liabilities and partners’ capital of The Endowment PMF Master Fund, L.P. (the “Master Fund”), including the schedule of investments, as of December 31, 2018, the related statements of operations and cash flows for the year then ended, the statements of changes in partners’ capital for each of the years in the two-year period then ended, and the related notes (collectively, the “financial statements”) and the financial highlights for each of the years in the four-year period then ended and the period from March 31, 2014 (commencement of operations) through December 31, 2014. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Master Fund as of December 31, 2018, the results of its operations and cash flows for the year then ended, the changes in its partners’ capital for each of the years in the two-year period then ended, and the financial highlights for each of the years in the four-year period then ended and the period from March 31, 2014 (commencement of operations) through December 31, 2014, in conformity with U.S. generally accepted accounting principles.

 

Basis for Opinion

 

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

 

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

 

/s/ KPMG LLP

 

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

 

Columbus, Ohio
March 1, 2019

 

1

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

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

 

Assets

       

Investments in Investment Funds, at fair value (Cost $367,659,238)

  $ 362,834,744  

Investments in affiliated Investment Funds for which ownership exceeds 5% of the Investment Fund's capital, at fair value (Cost $243,576,877)

    191,633,801  

Investments in affiliated Investment Funds for which ownership exceeds 25% of the Investment Fund's capital, at fair value (Cost $58,719,943)

    3,717,377  

Investments in securities, at fair value (Cost $1,526,385)

    1,334,672  

Total investments

    559,520,594  

Cash and cash equivalents

    57,334,823  

Receivable from affiliate

    76  

Receivable from investments sold

    189,613  

Prepaids and other assets

    52,642  

Total assets

    617,097,748  

Liabilities and Partners’ Capital

       

Withdrawals payable

    37,100,000  

Investment Management Fees payable

    633,766  

Offshore withholding tax payable

    86,318  

Administration fees payable

    145,432  

Accounts payable and accrued expenses

    470,082  

Total liabilities

    38,435,598  

Commitments and contingencies (see note 3)

       

Partners’ capital

    578,662,150  

Total liabilities and partners’ capital

  $ 617,097,748  

 

See accompanying notes to financial statements.

 

2

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Schedule of Investments
December 31, 2018

 

   

Initial
Investment
Date
(1)

   

Shares

   

Cost

   

Fair
Value

   

% of
Partners’
Capital

 

Investments in Investment Funds

                                       

Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies

                                       

Cayman Islands

                                       

Energy (2.87% of Partners’ Capital)

                                       

Sentient Global Resources Fund III, L.P.

    July, 2008             $ 17,802,986     $ 10,068,488          

Sentient Global Resources Fund IV, L.P. (2)

    June, 2011               11,579,658       6,563,195          

Private Equity (24.78% of Partners’ Capital)

                                       

ABRY Advanced Securities Fund, L.P.

    August, 2008               66,444       330,213          

CX Partners Fund Ltd. (2)(3)

    April, 2009               17,712,704       14,636,287          

Gavea Investment Fund II A, L.P.

    May, 2007                     39,892          

Gavea Investment Fund III A, L.P.

    September, 2008                     1,610,556          

India Asset Recovery Fund L.P.

    October, 2006               558,321       587          

J.C. Flowers III L.P. (2)

    October, 2009               12,962,802       7,967,482          

LC Fund IV, L.P. (2)(3)

    May, 2008               14,410,043       11,120,789          

New Horizon Capital III, L.P. (2)

    March, 2009               9,480,620       9,185,013          

Northstar Equity Partners III (2)

    June, 2011               7,625,247       7,543,074          

Orchid Asia IV, L.P. (2)

    November, 2007               5,709,943       18,083,045          

Reservoir Capital Partners (Cayman), L.P.

    June, 2009               1,616,810       4,067,467          

Tiger Global Private Investment Partners IV, L.P.

    March, 2007               2,000,170       1,258,819          

Tiger Global Private Investment Partners V, L.P. (2)

    January, 2008               7,655,728       6,208,821          

Tiger Global Private Investment Partners VI, L.P. (2)

    November, 2010               6,063,219       7,980,872          

Trustbridge Partners II, L.P. (2)

    December, 2007               6,892,370       9,528,654          

Trustbridge Partners III, L.P. (2)(3)

    April, 2009               17,789,102       18,602,991          

Trustbridge Partners IV, L.P.

    September, 2011               11,816,497       25,216,044          

Real Estate (1.00% of Partners’ Capital)

                                       

Forum European Realty Income III, L.P.

    February, 2008               5,446,064       1,609,949          

Phoenix Asia Real Estate Investments II, L.P.

    September, 2007               4,712,635       4,156,442          

Total Cayman Islands

                    161,901,363       165,778,680          

 

See accompanying notes to financial statements.

 

3

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Schedule of Investments, continued
December 31, 2018

 

   

Initial
Investment
Date
(1)

   

Shares

   

Cost

   

Fair
Value

   

% of
Partners’
Capital

 

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

                                       

Guernsey

                                       

Private Equity (0.38% of Partners’ Capital)

                                       

Mid Europa Fund III LP

    November, 2007             $ 4,323,211     $ 2,214,152          

Total Guernsey

                    4,323,211       2,214,152          

United Kingdom

                                       

Private Equity (0.23% of Partners’ Capital)

                                       

Darwin Private Equity I L.P. (2)

    September, 2007               6,928,297       1,332,986          

Real Estate (0.26% of Partners’ Capital)

                                       

Benson Elliot Real Estate
Partners II, L.P.

    August, 2006               2,486,130       519,398          

Patron Capital, L.P. II

    February, 2005               817,213       145,357          

Patron Capital, L.P. III

    July, 2007               3,932,635       861,185          

Total United Kingdom

                    14,164,275       2,858,926          

United States

                                       

Energy (16.51% of Partners’ Capital)

                                       

ArcLight Energy Partners Fund IV, L.P. (2)

    October, 2007               1,745,602       941,270          

ArcLight Energy Partners Fund V, L.P. (2)

    December, 2011               4,864,036       3,180,326          

CamCap Resources, L.P. (6)

    May, 2008               294,003       6,189          

EnCap Energy Capital Fund VII-B LP (2)

    October, 2007               7,918,312       1,651,528          

EnCap Energy Infrastructure TE Feeder, L.P. (2)(3)

    October, 2009               6,762,814       1,635,437          

Energy & Minerals Group Fund II, L.P. (2)

    November, 2011               10,432,942       15,001,320          

Intervale Capital Fund, L.P. (2)

    May, 2008               5,563,962       6,160,473          

Merit Energy Partners G, L.P.

    September, 2009               17,251,785       12,832,386          

Midstream & Resources Follow-On Fund, L.P. (2)(3)

    March, 2010               3,765,332       4,182,390          

NGP Energy Technology Partners II, L.P. (2)

    July, 2009               5,377,073       3,218,254          

NGP IX Offshore Fund, L.P. (2)

    March, 2008               4,808,420       865,432          

NGP Midstream & Resources, L.P. (2)

    October, 2007               8,517,298       7,356,293          

 

See accompanying notes to financial statements.

 

4

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Schedule of Investments, continued
December 31, 2018

 

   

Initial
Investment
Date
(1)

   

Shares

   

Cost

   

Fair
Value

   

% of
Partners’
Capital

 

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

                                       

United States (continued)

                                       

Energy (16.51% of Partners’ Capital)

                                       

Quantum Parallel Partners
V, LP (3)

    October, 2008             $ 28,602,400     $ 37,770,000          

TPF II-A, L.P. (3)

    October, 2008               7,547,610       762,000          

Event-Driven (5.57% of Partners’ Capital)

                                       

BDCM Partners I, L.P. (3)(6)

    January, 2011               14,217,489       14,910,467          

Credit Distressed Blue Line Fund, L.P. (4)(6)

    April, 2010               20,968,888       3,245,577          

Fortelus Special Situations Fund Ltd. (3)(6)

    May, 2010               1,520,564       3,690,406          

Harbinger Capital Partners Fund I, L.P. (3)(6)

    November, 2006               39,076,697       7,169,612          

Harbinger Capital Partners Fund II, L.P. (6)

    July, 2010               5,026,484       527,131          

Harbinger Capital Partners Special Situations Fund, L.P. (6)

    December, 2006               5,080,165       490,599          

Harbinger Class L Holdings (U.S.), LLC (6)

    July, 2010               36,255       212,753          

Harbinger Class LS Holdings (U.S.) Trust (6)

    May, 2013       3,225       2,190,547                

Harbinger Class PE Holdings (U.S.) Trust (6)

    July, 2010       4       1,320,690       1,850,319          

Prospect Harbor Credit Partners LP (6)

    February, 2010               46,305       118,411          

Private Equity (35.03% of Partners’ Capital)

                                       

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

    August, 2007               1,792,223       1,238,743          

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

    May, 2010               8,697,963       8,856,902          

BDCM Opportunity Fund II, L.P. (2)

    March, 2006               5,096,282       6,886,363          

Catterton Growth Partners, L.P.

    March, 2008               10,859,722       5,657,356          

Chrysalis Ventures III, L.P.

    December, 2006               1,897,792       1,307,362          

Crosslink Crossover Fund V, L.P.

    May, 2007               2,126,156       2,055,546          

Crosslink Crossover Fund VI, L.P.

    March, 2007                     10,084,268          

 

See accompanying notes to financial statements.

 

5

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Schedule of Investments, continued
December 31, 2018

 

   

Initial
Investment
Date
(1)

   

Shares

   

Cost

   

Fair
Value

   

% of
Partners’
Capital

 

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

                                       

United States (continued)

                                       

Private Equity (35.03% of Partners’ Capital) (continued)

                                       

Dace Ventures I, LP (3)

    June, 2007             $ 1,893,163     $ 855,832          

Fairhaven Capital Partners, L.P.

    March, 2008               10,039,032       11,105,876          

Founders Fund III, LP

    May, 2010               5,420,937       23,212,344          

Founders Fund IV, LP

    January, 2012               4,067,601       29,714,866          

Garrison Opportunity Fund LLC (3)

    February, 2010                     835,399          

Garrison Opportunity Fund II A LLC (2)

    March, 2011                     3,876,260          

HealthCor Partners Fund, L.P. (3)(6)

    August, 2007               6,238,844       7,659,584          

Highland Credit Strategies Liquidation Vehicle Onshore (3)(6)

    May, 2011                     31,263          

Ithan Creek Partners, L.P. (6)

    October, 2008               192,751       781,304          

L-R Global Partners, L.P. (6)

    May, 2007               742,963                

MatlinPatterson Global Opportunities Partners III L.P. (2)

    July, 2007               8,455,756       3,562,305          

Middle East North Africa Opportunities Fund, L.P. (4)(6)

    July, 2008       3,969       3,969,272       471,800          

Monomoy Capital Partners, L.P.

    November, 2006               4,463,940       343,975          

Monomoy Capital Partners II, L.P. (2)

    May, 2011               8,368,877       6,760,326          

Pine Brook Capital
Partners, L.P. (2)

    January, 2008               11,339,954       4,498,538          

Pinto America Growth Fund, L.P.

    July, 2006               143,019       803,608          

Private Equity Investment Fund IV, L.P. (3)

    July, 2005               3,612,530       400,516          

Private Equity Investment Fund V, L.P. (3)

    April, 2009               32,635,067       16,175,219          

Saints Capital VI, L.P. (2)(3)

    April, 2008               9,799,450       3,086,475          

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

    June, 2005               1,222,531       856,643          

Sanderling Venture Partners VI, L.P.

    June, 2005               651,745       857,088          

 

See accompanying notes to financial statements.

 

6

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Schedule of Investments, continued
December 31, 2018

 

   

Initial
Investment
Date
(1)

   

Shares

   

Cost

   

Fair
Value

   

% of
Partners’
Capital

 

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

                                       

United States (continued)

                                       

Private Equity (35.03% of Partners’ Capital) (continued)

                                       

Sterling Capital Partners II, L.P.

    August, 2005             $ 1,134,382     $ 214,895          

Sterling Group Partners II, L.P.

    July, 2005               1,087,913       2,420          

Sterling Group Partners III, L.P.

    April, 2010               6,273,025       4,755,783          

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

    December, 2006               157,773       863,628          

TAEF Fund, LLC (6)

    August, 2008               2,593,435       2,592,044          

Tenaya Capital V, LP

    November, 2007               3,122,550       4,439,822          

Tenaya Capital VI, LP

    July, 2012               7,421,010       8,864,741          

The Column Group, LP

    September, 2007               3,669,484       9,334,565          

The Raptor Private Holdings L.P. (6)

    January, 2009       1,025       698,804       367,921          

Trivest Fund IV, L.P. (3)

    November, 2007               399,388       2,794,367          

Tuckerbrook SB Global Distressed Fund I, L.P. (3)

    July, 2007               700,203       1,653,791          

Valiant Capital Partners LP (6)

    July, 2009               3,082,457       3,901,722          

VCFA Private Equity Partners IV, L.P. (2)

    March, 2005               1,901,798       191,810          

VCFA Venture Partners V, L.P.

    January, 2007               5,139,196       990,571          

Voyager Capital Fund III, L.P.

    May, 2007               1,762,512       2,395,470          

WestView Capital Partners II, L.P. (3)

    August, 2009               6,784,116       7,394,532          

Real Estate (9.21% of Partners’ Capital)

                                       

Cypress Realty VI Limited Partnership

    June, 2007               3,342,299       2,238,717          

Florida Real Estate Value Fund, L.P. (2)(3)

    October, 2010                     1,720,879          

GTIS Brazil Real Estate Fund (Brazilian Real) LP (3)

    July, 2008               14,626,887       13,314,748          

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

    June, 2011               64,640       324,301          

Monsoon Infrastructure & Realty Co-Invest, L.P. (3)

    February, 2008               9,542,106       14,493,311          

Northwood Real Estate Co-Investors LP (2)

    April, 2008               2,831,129       3,664,976          

Northwood Real Estate Partners LP (2)

    April, 2008               7,716,753       9,812,213          

 

See accompanying notes to financial statements.

 

7

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Schedule of Investments, continued
December 31, 2018

 

   

Initial
Investment
Date
(1)

   

Shares

   

Cost

   

Fair
Value

   

% of
Partners’
Capital

 

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

                                       

United States (continued)

                                       

Real Estate (9.21% of Partners’ Capital) (continued)

                                       

Parmenter Realty Fund IV, L.P. (2)

    May, 2011             $ 1,972,170     $ 431,206          

SBC US Fund II, LP (3)

    June, 2011               5,940,368       6,737,506          

Square Mile Partners III LP

    April, 2008               4,044,959       541,221          

Relative Value (0.27% of Partners’ Capital)

                                       

Eton Park Fund, L.P. (6)

    June, 2009               1,818,495       159,692          

King Street Capital, L.P. (2)(6)

    November, 2009               153,565       366,895          

Magnetar Capital Fund LP (6)

    February, 2009                     379,553          

Magnetar SPV LLC (6)

    May, 2008               179,228       18,347          

OZ Asia Domestic Partners, LP (2)(6)

    December, 2007               1,645,428       573,290          

PIPE Equity Partners, LLC (4)(5)(6)

    August, 2008               18,158,738                

PIPE Select Fund, LLC (4)(5)(6)

    September, 2008               15,623,045                

Stark Select Asset Fund, LLC (6)

    July, 2010                     81,835          

Total United States

                    480,251,099       385,371,106          

Total Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies

                    660,639,948       556,222,864       96.11%  

Passive Foreign Investment Companies

                                       

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

                                       

Relative Value (0.33% of Partners’ Capital)

                                       

CRC Credit Fund Ltd. (6)

    July, 2010       45,783       1,121,893       1,906,935          

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

                    1,121,893       1,906,935          

Total Passive Foreign Investment Companies

                    1,121,893       1,906,935       0.33%  

 

See accompanying notes to financial statements.

 

8

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Schedule of Investments, continued
December 31, 2018

 

   

Initial
Investment
Date
(1)

   

Shares

   

Cost

   

Fair
Value

   

% of
Partners’
Capital

 

Private Corporations

                                       

United States

                                       

Real Estate (0.01% of Partners’ Capital)

                                       

Legacy Partners Realty Fund II, Inc.

    August, 2006             $ 8,194,217     $ 56,123          

Total Private Corporations

                    8,194,217       56,123       0.01%  

Total Investments in Investment Funds (7)

                    669,956,058       558,185,922       96.45%  

Investments in Securities

                                       

Common Stocks

                                       

United States

                                       

Professional Services (0.01% of Partners’ Capital)

                                       

REVA Medical, Inc.

            276,817       143,120       27,266          

Total United States

                    143,120       27,266          

British Virgin Islands

                                       

Professional Services (0.23% of Partners’ Capital)

                                       

Despegar.com, Corp.

            105,351       1,383,265       1,307,406          

Total British Virgin Islands

                    1,383,265       1,307,406          

Total Investments in Securities

                    1,526,385       1,334,672       0.24%  

Total Investments

                  $ 671,482,443     $ 559,520,594       96.69%  

 

The Master Fund’s total outstanding capital commitments to Investment Funds as of December 31, 2018 were $58,001,187. For certain Investment Funds for which the Master Fund has a capital commitment, the Master Fund may be allocated its pro-rata share of expenses prior to having to fund a capital call for such expenses.

 

All investments are non-income producing unless noted otherwise.

 

 

(1)

All Investment Funds were received in an in-kind transfer of a portfolio of Investment Funds on March 31, 2014 (See Note 1).

(2)

Income producing investment.

(3)

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

(4)

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

(5)

Security was valued in good faith pursuant to procedures approved by the Board of Directors as of December 31, 2018. The total of all such securities represents 0.00% of partners’ capital.

(6)

Investment Funds classified as “Hedge Funds” in the Master Fund’s limited partnership agreement. The cost and fair value of these Investment Funds as of December 31, 2018 was $145,997,005 and $51,513,649, respectively (See Note 8a).

(7)

Restricted investments as to resale.

 

See accompanying notes to financial statements.

 

9

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Statement of Operations
Year Ended December 31, 2018

 

Investment income:

       

Dividend income (net of foreign tax withholding of $989,674)*

  $ 3,909,279  

Interest income

    553,603  

Dividend income from affiliated Investments Funds

    587,561  

Total investment income

    5,050,443  

Expenses:

       

Investment Management Fees

    2,726,933  

Administration fees

    437,106  

Professional fees

    369,056  

Consulting fees

    137,817  

Custodian fees

    80,207  

Directors fees

    77,400  

Other expenses

    237,102  

Total expenses

    4,065,621  

Net investment income

    984,822  

Net realized and unrealized gain (loss):

       

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

    37,850,048  

Net realized gain (loss) from affiliated Investment Funds

    26,022,812  

Net realized gain(loss)

    63,872,860  

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

    (15,399,123 )

Change in unrealized appreciation/depreciation from affiliated Investment Funds

    (65,072,312 )

Change in unrealized appreciation/depreciation

    (80,471,435 )

Net realized and unrealized gain (loss):

    (16,598,575 )

Net decrease in partners’ capital resulting from operations

  $ (15,613,753 )

 

 

*

Non-cash dividends amounted to $2,026,324.

 

See accompanying notes to financial statements.

 

10

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

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

 

Partners’ capital at December 31, 2016

  $ 868,247,131  

Withdrawals

    (176,334,255 )

Net increase in partners’ capital resulting from operations:

       

Net investment income

    2,418,116  

Net realized gain from investments and foreign currency translations

    19,651,851  

Net realized gain from affiliated Investment Funds

    26,670,421  

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

    8,966,317  

Change in unrealized appreciation/depreciation from affiliated Investment Funds

    (19,501,564 )

Net increase in partners’ capital resulting from operations

    38,205,141  

Partners’ capital at December 31, 2017

  $ 730,118,017  

Withdrawals

    (135,842,114 )

Net decrease in partners’ capital resulting from operations:

       

Net investment income

    984,822  

Net realized gain from investments and foreign currency translations

    37,850,048  

Net realized gain from affiliated Investment Funds

    26,022,812  

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

    (15,399,123 )

Change in unrealized appreciation/depreciation from affiliated Investment Funds

    (65,072,312 )

Net decrease in partners’ capital resulting from operations

    (15,613,753 )

Partners’ capital at December 31, 2018

  $ 578,662,150  

 

See accompanying notes to financial statements.

 

11

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Statement of Cash Flows
Year Ended December 31, 2018

 

Cash flows from operating activities:

       

Net decrease in partners’ capital resulting from operations

  $ (15,613,753 )

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

       

Purchases of investments

    (9,742,961 )

Proceeds from disposition of investments

    145,550,848  

Net realized gain from investments and foreign currency translations

    (37,850,048 )

Net realized gain from affiliated Investment Funds

    (26,022,812 )

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

    15,399,123  

Change in unrealized appreciation/depreciation from affiliated Investment Funds

    65,072,312  

Change in operating assets and liabilities:

       

Receivable from affiliate

    96,770  

Receivable from investments sold

    (108,183 )

Prepaids and other assets

    (32,783 )

Investment Management Fees payable

    (137,592 )

Offshore withholding tax payable

    (379,523 )

Administration fees payable

    20,404  

Accounts payable and accrued expenses

    35,089  

Net cash provided by operating activities

    136,286,891  

Cash flows from financing activities:

       

Withdrawals

    (135,742,114 )

Net cash used in financing activities

    (135,742,114 )

Effect of exchange rate changes in cash

    (184 )

Net change in cash and cash equivalents

    544,593  

Cash and cash equivalents at beginning of year

    56,790,230  

Cash and cash equivalents at end of year

  $ 57,334,823  

Supplemental schedule of cash activity:

       

Cash paid for offshore withholding taxes

  $ 3,316,446  
         

Supplemental schedule of non-cash activity:

       

Non-cash dividends received in kind

  $ 2,026,324  

 

See accompanying notes to financial statements.

 

12

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements
December 31, 2018

 

(1)

ORGANIZATION

 

The Endowment PMF Master Fund, L.P. (the “Master Fund”), a Delaware limited partnership, commenced operations on March 31, 2014. The Master Fund is 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 three feeder funds.

 

On March 31, 2014 the Master Fund received in an in-kind transfer a portfolio of investment funds including, but not limited to, limited partnerships, limited liability companies, offshore corporations and other foreign investment vehicles (collectively, the “Investment Funds”) from Salient Private Access Master Fund, L.P. (formerly The Endowment Master Fund, L.P., the “Legacy Master Fund”), in exchange for limited partnership interests (the “Interests”) of the Master Fund.

 

The Master Fund’s investment objective is to manage a portfolio of Investment Funds and cash to preserve value while prioritizing liquidity to investors over active management, until such time as the Master Fund’s portfolio has been liquidated. The Master Fund holds a portfolio of Investment Funds, reflecting an approximate pro rata division of the portfolio of the Legacy Master Fund, managed in a broad range of investment strategies and asset categories. The Adviser, as hereinafter defined, manages the Master Fund portfolio primarily in a passive manner whereby the Master Fund holds to self-liquidating private equity and other similar illiquid interests in Investment Funds and oversees the liquidation of other Investment Funds that provide for redemption while managing the Master Fund’s cash to ensure the Master Fund has the ability to satisfy outstanding capital commitments relating to such portfolio holdings.

 

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

 

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

 

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

 

13

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

(2)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

 

(a)

BASIS OF ACCOUNTING

 

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

 

(b)

CASH EQUIVALENTS

 

The 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.

 

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

 

(d)

INVESTMENT VALUATION

 

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

 

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

 

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

 

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

 

Investments held by the Master Fund are valued as follows:

 

 

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

 

14

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

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

 

 

SECURITIES LISTED ON A SECURITIES EXCHANGE OR OVER-THE-COUNTER EXCHANGES—In general, the Master Fund values these securities at their last sales price on the exchange or over-the-counter market on the valuation date. If the security is listed on more than one exchange, the Master Fund uses the price from the exchange that it considers to be the principal exchange on which the security is traded. If there have been no sales for that day on the exchange where the security is principally traded, then the price of the security will be valued at the mean between the closing bid and ask prices on the valuation date. 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.

 

 

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

 

 

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

 

(e)

FOREIGN CURRENCY

 

The accounting records of the Master Fund are maintained in U.S. dollars. Foreign currency amounts and investments denominated in a foreign currency, if any, are translated into U.S. dollar amounts at current exchange rates on the valuation date. Purchases and sales of investments denominated in foreign currencies are translated into U.S. dollar amounts at the exchange rate on the respective dates of such transactions. The Master Fund does not segregate the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from

 

15

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and foreign currency translations reported in the accompanying Statement of Operations and Statement of Changes in Partners’ Capital.

 

(f)

CFTC REGULATION

 

On August 13, 2013, the Commodity Futures Trading Commission (“CFTC”) adopted rules to harmonize conflicting Securities and Exchange Commission (the “SEC”) and CFTC disclosure, reporting and recordkeeping requirements for RICs that do not meet an exemption from the definition of commodity pool. The harmonization rules provide that the CFTC will accept the SEC’s disclosure, reporting, and recordkeeping regime as substituted compliance for substantially all of the otherwise applicable CFTC regulations as long as such investment companies meet the applicable SEC requirements. Previously, in November 2012, the CFTC issued relief for fund of fund operators, including advisers to RIC’s, that may otherwise be required to register with the CFTC as commodity pool operators but do not have access to information from the investment funds in which they are invested in order to determine whether such registration is required. This relief delayed the registration date for such operators until the later of June 30, 2013 or six months from the date the CFTC issues revised guidance on the application of certain thresholds with respect to investments in commodities held by funds of funds. In December 2012, the Master Fund filed as required with the CFTC in order to claim this no-action relief, which was effective upon receipt of the filing. Although the CFTC now has adopted harmonization rules applicable to investment companies that are deemed to be commodity pools, the CFTC has not yet issued guidance on how funds of funds are to determine whether they are deemed to be commodity pools. As of December 31, 2018, the Master Fund is not considered a commodity pool and continues to rely on the fund of fund no-action relief.

 

(g)

INVESTMENT INCOME

 

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

 

(h)

FUND EXPENSES

 

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

 

(i)

INCOME TAXES

 

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

 

16

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

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

 

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

 

(j)

USE OF ESTIMATES

 

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

 

(3)

FAIR VALUE MEASUREMENTS

 

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

 

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

 

 

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

 

 

Level 2—investments with other significant observable inputs

 

 

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

 

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

 

The Master Fund establishes valuation processes and procedures to ensure that the valuation techniques for investments categorized within Level 3 of the fair value hierarchy are fair, consistent, and appropriate. The Adviser is responsible for developing the Master Fund’s written valuation processes and procedures, conducting periodic reviews of the valuation policies, and evaluating the overall fairness and consistent application of the valuation policies. The Board Valuation Committee has authorized the Adviser to oversee the implementation of the Board approved valuation procedures by the Administrator. The Adviser Valuation Committee is comprised of various Master Fund personnel, which include members from the Master Fund’s portfolio management and operations groups. The Adviser Valuation Committee meets monthly or as needed, to determine the valuations of the Master Fund’s Level 3 investments. The

 

17

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

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.

 

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

 

   

LEVEL 1

   

LEVEL 2

   

LEVEL 3

   

INVESTMENTS
VALUED AT
NAV AS A
PRACTICAL
EXPEDIENT

   

TOTAL

 
   

Investments

   

Investments

   

Investments

   

Investments

   

Investments

 

Investment Funds

                                       

Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies

                                       

Energy

  $     $     $     $ 112,194,981     $ 112,194,981  

Event-Driven

                      32,215,275       32,215,275  

Private Equity

                      349,661,587       349,661,587  

Real Estate

                      60,571,409       60,571,409  

Relative Value

                      1,579,612       1,579,612  

Passive Foreign Investment Companies

                                       

Relative Value

                      1,906,935       1,906,935  

Private Corporations

                                       

Real Estate

                      56,123       56,123  

Investment Securities

                                       

Common Stocks

                                       

Professional Services

    1,307,406       27,266                   1,334,672  

Total

  $ 1,307,406     $ 27,266     $     $ 558,185,922     $ 559,520,594  

 

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

 

18

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

period, usually for a period of up to two years from the date of the initial investment or an additional investment. A listing of the investments held by the Master Fund and their attributes as of December 31, 2018, that qualify for this valuation approach is shown in the table below.

 

Investment Category

Investment Strategy

 

Fair Value
(in 000s)

   

Unfunded
Commitments
(in 000s)

 

Remaining
Life
*

Redemption
Frequency
*

Notice
Period
(in Days)
*

Redemption
Restrictions
and Terms
*

Energy(a)

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

  $ 112,195     $ 14,476  

Up to 10 years

N/A

N/A

Up to 15 years

Event-Driven(b)

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

    32,215       N/A  

N/A

Quarterly

45-90

Up to 5 years; up to 2.5% early withdrawal fee; possible 25% investor level gate; illiquid side pocket capital

Private Equity(c)

Investments in nonpublic companies.

    349,662       28,902  

Up to 10 years

N/A

N/A

Up to 10 years

Real Estate(d)

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

    60,627       14,623  

Up to 10 years

N/A

N/A

Up to 10 years

Relative Value(e)

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

    3,487       N/A  

N/A

Quarterly

30-120

Up to 5 years; up to 7% early redemption fee; possible 5% fund level gate; illiquid side pocket capital

      $ 558,186     $ 58,001          

 

 

*

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.

 

19

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

(a)

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

(b)

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

(c)

This category includes 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.

(d)

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.

(e)

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

 

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

 

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

 

Limited
Partnerships,
Exempted
Partnerships and
Limited Liability
Companies

Fair Value
as % of
Partners’
Capital

Investment Strategy

Does the
Underlying
Portfolio Fund
Employ Debt
Financing

Redemption
Frequency

Redemption
Restrictions
and Terms

Quantum Parallel Partners V, L.P

6.53%

Quantum Parallel Partners V, L.P. makes private investments in energy companies focused on exploration and production activities in the United States and Canada.

Yes

N/A

N/A

Founders Fund IV, L.P

5.14%

Founders Fund IV, L.P. makes venture capital investments in seed stage and early stage companies.

Yes

N/A

N/A

 

(4)

PARTNERS’ CAPITAL ACCOUNTS

 

(a)

ISSUANCE OF INTERESTS

 

Interests of the Master Fund are generally available only to those investors who received Interests as in-kind repurchase proceeds for their tendered interests in one of the feeder funds to the Legacy Master Fund. Interests of the Master Fund will generally not otherwise be offered or sold.

 

20

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

(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.

 

(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. Interests are not redeemable nor are they exchangeable for Interests or shares of any other fund.

 

The Master Fund anticipates making quarterly distributions pro rata to all investors in an amount equal to the Master Fund’s excess cash (“Excess Cash”). Excess Cash is defined as the amount of cash on hand over and above the amount necessary or prudent for operational and regulatory purposes (“Required Cash”). The amount of Required Cash is determined by the Adviser with oversight by the Board. Excess Cash is generally distributed in the subsequent quarter or quarters where the aggregate of Excess Cash from such subsequent quarter(s) and prior quarters exceeds a threshold of $10 million. Intra-quarter distributions may also be made if Excess Cash exceeds a threshold of $25 million as of the forty fifth day after the end of any quarter. The Master Fund may make in-kind distributions of portfolio securities as deemed necessary.

 

(5)

INVESTMENTS IN PORTFOLIO SECURITIES

 

(a)

INVESTMENT ACTIVITY

 

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

 

For the year ended December 31, 2018, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were $9,742,961 and $75,304,828 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 December 31, 2018, was $671,482,443, resulting in accumulated net unrealized depreciation of $111,961,849 consisting of $144,713,995 in gross unrealized appreciation and $256,675,844 in gross unrealized depreciation.

 

21

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

(b)

AFFILIATED INVESTMENT FUNDS

 

At December 31, 2018, the Master Fund’s investments in certain Investment Funds were deemed to be investments in affiliated issuers under the 1940 Act, primarily because the Master Fund owns 5% or more of the Investment Funds’ total partners’ capital. A listing of these affiliated Investment Funds, including activity during the year ended December 31, 2018, is shown below:

 

Affiliated Investment Funds

 

Shares
12/31/2017

   

Shares
12/31/18

   

Beginning
Fair Value
12/31/2017

   

Cost of
Purchases

   

Sales
Proceeds
*

   

Realized
Gain
(Loss) on
Investments

   

Change in
Unrealized
Appreciation /Depreciation

   

Ending
Fair Value
12/31/18

   

Dividend
Income

 

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

                                                                       

BDCM
Partners I, L.P.

                  $ 14,972,079     $     $     $     $ (61,612 )   $ 14,910,467     $  

CX Partners
Fund Ltd.

                    23,530,000       169,241       (3,654,183 )     1,374,873       (6,783,644 )     14,636,287       60,800  

Dace Ventures I, LP

                    866,779       46,651       (33,902 )     1,553       (25,249 )     855,832        

EnCap Energy Infrastructure TE Feeder, L.P.

                    2,429,678       75,178       (265,540 )     (62,717 )     (541,162 )     1,635,437        

Florida Real Estate Value Fund, L.P.

                    2,650,121             (401,792 )     401,792       (929,242 )     1,720,879        

Fortelus Special Situations Fund Ltd.

                    5,326,541             (141,501 )           (1,494,634 )     3,690,406        

Garrison Opportunity Fund LLC

                    1,289,543             (253,738 )     253,738       (454,144 )     835,399        

GTIS Brazil Real Estate Fund (Brazilian Real) LP

                    16,255,996                         (2,941,248 )     13,314,748        

Harbinger Capital Partners Fund I, L.P.

                    18,560,428                         (11,390,816 )     7,169,612        

HealthCor Partners Fund, L.P.

                    7,281,878       42,947       (87,188 )     87,188       334,759       7,659,584        

Highland Credit Strategies Liquidation Vehicle Onshore

                    25,762                         5,501       31,263        

LC Fund IV, L.P.

                    18,170,017       191,155       (3,558,272 )     2,687,851       (6,369,962 )     11,120,789       210,895  

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

                    6,134,645       59,119       (1,462,896 )     1,136,948       (1,685,426 )     4,182,390       92,861  

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

                    11,880,751                         2,612,560       14,493,311        

Private Equity Investment Fund IV, L.P.

                    3,138,833             (4,015,829 )     3,241,976       (1,964,464 )     400,516        

Private Equity Investment Fund V, L.P.**

                    16,630,687                         (455,468 )     16,175,219        

Quantum Parallel Partners V, LP

                    50,854,427       364,124       (10,327,966 )     690,215       (3,810,800 )     37,770,000        

Saints Capital VI, L.P.

                    4,975,095             (1,736,913 )     1,030,630       (1,182,337 )     3,086,475       39,848  

SBC US Fund II, LP

                    7,071,321             (126,743 )           (207,072 )     6,737,506        

TPF II-A, L.P.

                    771,041                         (9,041 )     762,000        

Trivest Fund IV, L.P.

                    8,144,443             (10,425,320 )     7,308,625       (2,233,381 )     2,794,367        

Trustbridge Partners III, L.P.

                    37,147,774       138,414       (73,352 )     73,352       (18,683,197 )     18,602,991       183,157  

Tuckerbrook SB Global Distressed Fund I, L.P.

                    2,333,556             (722,436 )           42,671       1,653,791        

Westview Capital Partners II, L.P.

                    13,578,567             (11,980,705 )     7,796,788       (2,000,118 )     7,394,532        

Total

                    274,019,962       1,086,829       (49,268,276 )     26,022,812       (60,227,526 )     191,633,801       587,561  

 

22

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

Affiliated Investment Funds

 

Shares
12/31/2017

   

Shares
12/31/18

   

Beginning
Fair Value
12/31/2017

   

Cost of
Purchases

   

Sales
Proceeds
*

   

Realized
Gain
(Loss) on
Investments

   

Change in
Unrealized
Appreciation /Depreciation

   

Ending
Fair Value
12/31/18

   

Dividend
Income

 

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

                                                                       

Credit Distressed Blue Line Fund, L.P.

                  $ 8,280,033     $     $     $     $ (5,034,456 )   $ 3,245,577     $  

Middle East North Africa Opportunities Fund, L.P.

    3,969       3,969       282,130                         189,670       471,800        

PIPE Equity Partners, LLC

                                                         

PIPE Select Fund, LLC

                                                         

Total

                    8,562,163                         (4,844,786 )     3,717,377        

Total Affiliated Investment Funds

                  $ 282,582,125     $ 1,086,829     $ (49,268,276 )   $ 26,022,812     $ (65,072,312 )   $ 195,351,178     $ 587,561  

 

 

*

Sales include return of capital.

**

Voting rights have been waived for this investment.

 

(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.

 

(7)

ADMINISTRATION AGREEMENT

 

In consideration for administrative, accounting, and recordkeeping services, the Master Fund pays the Administrator a monthly administration fee based on the month-end partners’ capital. The Master Fund is charged, on an annual basis, 6 basis points on partners’ capital of up to $2 billion, 5 basis points on partners’ capital between the amounts of $2 billion and $5 billion, 2 basis points on partners’ capital between the amounts of $5 billion and $15 billion, and 1.25 basis points for amounts over $15 billion. The administration fee is payable monthly in arrears. The Administrator also provides compliance, transfer agency, and other investor related services at an additional cost. The total administration fees incurred for the year ended December 31, 2018, was $437,106.

 

(8)

RELATED PARTY TRANSACTIONS

 

(a)

INVESTMENT MANAGEMENT FEE

 

In consideration of the advisory and other services provided by the Adviser to the Master Fund, the Master Fund pays the Adviser an investment management fee (the “Investment Management Fee”) equal to 0.40% on an annualized basis of the Master Fund’s partners’ capital at the end of each month, payable monthly in arrears, until the period ending March 31, 2024, when the Adviser will no longer receive the Investment Management Fee.

 

In addition, following the period ending March 31, 2019, the Investment Management Fee will not be charged on any Investment Fund classified as a “Hedge Fund” (as defined in the Master Fund’s Limited Partnership Agreement and disclosed on the Schedule of Investments), with any such Hedge Fund remaining in the Master Fund’s portfolio at that time being excluded from the calculation.

 

23

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

The Master 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 that are credited to or debited against the capital accounts of its partners. For the year ended December 31, 2018, $2,726,933 was incurred for Investment Management Fees.

 

(b)

EXPENSE LIMITATION AGREEMENT

 

Pursuant to the Master Fund’s limited partnership agreement there is an expense limitation in which the Adviser contractually agreed to limit total annualized expenses of the Master Fund, to the amount of 1.25%, exclusive of fees and expenses of underlying investment funds, borrowing and other investment-related costs and fees, taxes, litigation and other extraordinary expenses not incurred in the ordinary course of the Master Fund’s business (the “Expense Limitation”).

 

Under the Expense Limitation, the Adviser is permitted to recover in later periods expenses it has borne to the extent that the Master Fund’s expenses fall below the rate in effect at the time of the waiver. The Master Fund, however, is not obligated to pay any such amounts beyond three years after the end of the fiscal year in which the Adviser reimbursed such expense. Any such recoupment by the Adviser shall not cause the Master Fund to exceed the annual Expense Limitation rate that was in effect at the time of such waiver or reimbursement. For the year ended December 31, 2018, no such expense waiver or recoupment has been incurred by the Master Fund.

 

(9)

FINANCIAL HIGHLIGHTS

 

   

Year Ended
December 31,
2018

   

Year Ended
December 31,
2017

   

Year Ended
December 31,
2016

   

Year Ended
December 31,
2015

   

For the Period
March 31, 2014
Through
December 31,
2014
1

 

Net investment income (loss) to average partners’ capital2

    0.15 %     0.30 %     0.23 %     0.58 %     (1.04 )%

Expenses to average partners' capital2,3

    0.61 %     0.86 %     0.83 %     0.90 %     2.11 %

Portfolio Turnover

    1.51 %     2.45 %     4.08 %     8.38 %     5.28 %

Internal rate of return since inception4

    2.91 %     3.84 %     4.72 %     5.05 %     8.89 %

Total Return5

    (2.44 )%     4.77 %     1.05 %     3.40 %     6.17 %

Partners’ capital, end of period (000's)

  $ 578,662     $ 730,118     $ 868,247     $ 994,679     $ 1,208,928  

 

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

 

 

1

The Master Fund commenced operations on March 31, 2014.

2

Ratios are calculated by dividing the indicated amount by average partners’ capital measured at the end of each month during the period. These ratios have been annualized for periods less than twelve months.

3

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.

4

The internal rate of return since inception (“IRR”) of the limited partners is net of all fees and profit allocations to the Adviser. The IRR reported is for the Master Fund as a whole. The IRR was computed based on the actual dates of the cash inflows (capital contributions), cash outflows (cash distributions) and the ending partners’ capital as of December 31, 2018 (the residual value).

5

The total return of the Master Fund is calculated as geometrically linked monthly returns for each month in the period. Total return is not annualized for periods less than twelve months.

 

24

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Notes to Financial Statements, continued
December 31, 2018

 

(10)

NEW ACCOUNTING PRONOUNCEMENT

 

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

 

(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 December 31, 2018.

 

25

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Supplemental Information
December 31, 2018
(Unaudited)

 

Directors and Officers

 

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

 

Compensation for Directors

 

The Endowment PMF Master Fund, L.P., PMF Fund, L.P., and PMF TEI Fund, L.P., together pay each of the Directors who is not an “interested person” of the Adviser, as defined in the 1940 Act (the “Independent Directors”) an annual retainer of $10,500 paid quarterly, an annual Board meeting fee of $4,000 paid quarterly, a fee of $850 per informal Board meeting, a fee of $425 per telephonic Board meeting, annual fees of $708, $708 and $1,063 for membership on the Audit, Compliance and Valuation Committees, respectively paid quarterly, annual fees of $2,550, $2,550 and $3,400 for the Audit, Compliance and Valuation Committee chair positions, respectively paid quarterly, and an annual fee of $4,250 to the lead Independent Director, paid quarterly. There are currently six Independent Directors. In the interest of retaining Independent Directors of the highest quality, the Board intends to periodically review such compensation and may modify it as the Board deems appropriate.

 

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

 

Interested Directors

 

Name and Year of Birth

Position(s)
Held

Principal
Occupation(s) During
the Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Director
2

Other
Directorships
Held by
Director During
the Past 5 Years

John A. Blaisdell1

 

Year of birth: 1960

Director, Principal Executive Officer

(Since 2004)

Managing Director of Salient (since 2002)

7

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

 

 

1

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

2

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

 

26

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Supplemental Information, continued
December 31, 2018
(Unaudited)

 

Independent Directors

 

Name and Year of Birth

Position(s)
Held

Principal
Occupation(s) During
the Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Director
1

Other
Directorships
Held by
Director During
the Past 5 Years

G. Edward Powell

Year of birth: 1936

Director (Since 2004)

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

7

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

Jeffrey D. Young

Year of birth: 1967

Address: c/o
Origami Capital Partners, LLC 191 North Wacker Drive Suite 2350 Chicago, IL 60606

Director (Since 2014)

Partner, Origami Capital Partners, LLC (investment adviser).

1

None.

Jeffrey R. Keay

Year of birth: 1974

Address: c/o
HarbourVest Partners, LLC
One Financial Center,
44th Floor
Boston, MA 0211

Director (Since 2014)

Managing Director, HarbourVest Partners, LLC (private equity).

1

None.

 

27

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Supplemental Information, continued
December 31, 2018
(Unaudited)

 

Name and Year of Birth

Position(s)
Held

Principal
Occupation(s) During
the Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Director
1

Other
Directorships
Held by
Director During
the Past 5 Years

Jonathan P. Carroll

Year of birth: 1961

Director (Since 2004)

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

7

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

Richard C. Johnson

Year of birth: 1937

Director (Since 2004)

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

7

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

Scott E. Schwinger

Year of birth: 1965

Director (Since 2004)

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

7

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

 

 

1

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

 

28

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Supplemental Information, continued
December 31, 2018
(Unaudited)

 

Officers of the Fund Who Are Not Directors

 

Name and Year of Birth

Position(s) Held with the Fund

Principal Occupation(s) During the
Past 5 Years

Barbara H. Tolle

Year of birth: 1949

Treasurer (Since 2017)

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

Kristen Bayazitoglu

Year of birth: 1981

Secretary (Since 2018)

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

Matthew Hibbetts

Year of birth: 1982

Vice President (Since 2018)

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

 

29

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Supplemental Information, continued
December 31, 2018
(Unaudited)

 

Name and Year of Birth

Position(s) Held with the Fund

Principal Occupation(s) During the
Past 5 Years

Paul Bachtold

Year of birth: 1973

Chief Compliance Officer (Since 2010)

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

Thomas Dusenberry

Year of birth: 1977

Principal Financial Officer (Since 2018)

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

 

Allocation of Investments

 

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

 

Asset Class1

 

Fair Value

   

%

 

Energy

  $ 112,194,981       20.05  

Event-Driven

    32,215,275       5.76  

Private Equity

    349,661,587       62.49  

Professional Services

    1,334,672       0.24  

Real Estate

    60,627,532       10.84  

Relative Value

    3,486,547       0.62  

Total Investments

  $ 559,520,594       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.

 

 

30

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Supplemental Information, continued
December 31, 2018
(Unaudited)

 

Board Consideration of the Investment Management Agreement

 

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

 

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

 

The nature, extent and quality of the advisory services provided. With respect to the Advisory Agreement, the Board considered: the unique characteristics and special purposes of the Fund’s operations and the specific services provided in overseeing the Fund; the background and experience of key personnel; the Adviser’s successful implementation of the liquidation program and the distributions made by the Fund; the conduct and oversight of the Fund’s operations; the Adviser’s significant compliance and tax reporting functions; and the Adviser’s oversight of and interaction with service providers.

 

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

 

The investment performance. The Board evaluated the comparative information provided by the Adviser regarding the Fund’s investment performance, noting the largely irrelevant nature of any other funds in comparison due to the Fund’s purpose and objective of successful and efficient liquidation. The Board also considered that the primary focus of the Fund was orderly liquidation, but noted that in addition to the distribution of liquidated assets by the Fund, the Fund’s generally positive performance. The Board concluded that the Adviser continued to be successful in seeking the Fund’s objective. On the basis of the Directors’ assessment, the Directors concluded that the Adviser was capable of undertaking the Funds’ management as appropriate in light of the Fund’s investment objective and strategies.

 

31

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Supplemental Information, continued
December 31, 2018

 

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. On the basis of the Board’s review of the fees, the Board concluded that the level of investment management fees and the profitability of the Adviser are appropriate in light of the services provided and the profitability of the relationship between the Fund and the Adviser.

 

The extent to which economies of scale would be realized as the Fund grows and whether fee levels reflect these economies of scale for the benefit of Fund investors. The Board noted that because the Fund’s size will certainly continue to decline as it is liquidated over time, that economies of scale are not present or likely to be present. The Board concluded that the management fees reflect the Fund’s complicated operations while unwinding. The Board noted in particular the expense limitation in the Fund’s organizational documents and its positive effect in light of the anticipated continuing declining size of the Funds.

 

Benefits (such as soft dollars) to the Adviser from its relationship with the Fund. The Board concluded that other benefits derived by the Adviser from its relationship with the Funds are not quantifiable or anticipated to arise, and that the Funds would not trade for investment purposes or be likely to incur brokerage.

 

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 has the financial, compliance and operational resources reasonably necessary to manage the Funds in a professional manner that is consistent with the best interests of the Funds and their partners.

 

Form N-Q Filings

 

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

 

Proxy Voting Policies

 

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

 

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

 

Additional Information

 

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

 

32

 

 

THE ENDOWMENT PMF MASTER FUND, L.P.
(A Limited Partnership)

 

Privacy Policy (Unaudited)

 

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

 

We collect nonpublic personal information as follows:

 

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

 

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

 

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

 

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

 

33

 

 

Investment Adviser
Endowment Advisers, L.P.

 

Administrator and Transfer Agent
UMB Fund Services, Inc.

 

Custodian
Citibank, N.A.

 

Independent Registered Public Accounting Firm
KPMG LLP

 

Legal Counsel
K&L Gates LLP

 

 

Item 2. Code of Ethics.

 

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

 

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

 

Item 3. Audit Committee Financial Expert.

 

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

 

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

 

Item 4. Principal Accountant Fees and Services.

 

   Current Year   Previous Year 
Audit Fees  $80,000   $80,000 
Audit-Related Fees  $0   $0 
Tax Fees  $0   $0 
All Other Fees  $0   $0 

 

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

 

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

 

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

 

  Current Year   Previous Year
  0%   0%

 

(f) Not applicable.

 

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

 

 

  Current Year   Previous Year
  $0   $0

 

(h) Not applicable.

 

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Investments.

 

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

 

(b) Not applicable.

 

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

 

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

 

These policies are included below:

 

The Salient Private Access Master Fund, L.P.

The Endowment PMF Master Fund, L.P.

(each, a “Master Fund”)

The Salient Private Access Registered Fund, L.P.

The Salient Private Access TEI Fund, L.P.

The Salient Private Access Institutional Fund, L.P.

PMF Fund, L.P.

PMF TEI Fund, L.P.

(each, a “Feeder Fund”)

(collectively, the “Funds”)

 

Proxy Voting Policies and Procedures

 

I.       Statement of Principle

 

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

 

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

 

 

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

 

III.       Retention of Proxy Voting Authority

 

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

 

IV.       Consent in the Event of a Conflict of Interest

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Other Accounts Managed by the Investment Adviser

 

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

 

 

 

Name  Number of Other
Accounts
   Total Assets of Other
Accounts
  Number of Other Accounts
Subject to a Performance
Fee
   Total Assets of Other
Accounts Subject to
a Performance Fee
 
William K. Enszer                    
Registered investment companies   1   $240.26 Million    0   $ 
Other pooled investment companies   0   $    0   $ 
Other accounts   0   $    0   $ 

 

Conflicts of Interest of the Adviser

 

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

 

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

 

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

 

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

 

Compensation to Portfolio Managers

 

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

 

 

 

Securities Ownership of Portfolio Managers

 

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

 

Portfolio Manager Master Fund PMF Fund TEI Fund
William K. Enszer None None None

 

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

Not applicable.

 

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

 

Not applicable.

 

 

Item 11. Controls and Procedures.

 

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

 

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

 

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

 

(a) Not applicable.

(b) Not applicable.

 

Item 13. Exhibits.

 

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

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

(a)(3) Not applicable.

(a)(4) Not applicable.

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

 

 

SIGNATURES

 

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

 

(Registrant) The Endowment PMF Master Fund, L.P.  

 

By (Signature and Title) /s/ John A. Blaisdell  
  John A. Blaisdell  
  Principal Executive Officer  

 

Date:

3/11/2019

 

 

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

 

By (Signature and Title) /s/ John A. Blaisdell  
  John A. Blaisdell  
  Principal Executive Officer  

 

Date:

3/11/2019

 

 

By (Signature and Title)

/s/ Thomas Dusenberry

 
  Thomas Dusenberry  
  Principal Financial Officer  

 

Date:

3/11/2019

 

 

EX-99.CODE ETH 2 fp0039847_ex99code.htm

The Salient Private Access Master Fund, L.P.

The Salient Private Access Registered Fund, L.P.

The Salient Private Access TEI Fund, L.P.

The Salient Private Access Institutional Fund, L.P.

The Endowment PMF Master Fund, L.P.

PMF Fund, L.P.

PMF TEI Fund, L.P.

 

Code of Ethics for Principal Executive and Senior Financial Officers

 

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

 

I.       Covered Officers/Purpose of the Code

 

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

 

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the SEC and in other public communications made by the Fund;
compliance with applicable laws and governmental rules and regulations;
the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
accountability for adherence to the Code.

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

 

 

 

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

 

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

 

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

 

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

 

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

 

Each Covered Officer must:

 

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

 

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

 

2 

 

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

 

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

 

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

 

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

 

the receipt of any non-nominal gifts;

 

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

 

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

 

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

 

III.       Disclosure and Compliance

 

Each Covered Officer:

 

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

 

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

 

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

 

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

 

3 

 

IV.       Reporting and Accountability by Covered Officers

 

Each Covered Officer must:

 

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

 

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

 

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

 

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

 

V.       Enforcement

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

4 

 

VI.       Other Policies and Procedures

 

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

 

V.       Amendment; Interpretation of Provisions

 

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

 

VI.       Confidentiality

 

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

 

VII.       Internal Use

 

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

 

 

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

 

5 

 

Exhibit A

 

Persons Covered by this Code of Ethics (Covered Officers)

 

Principal Executive Officer: John A. Blaisdell

 

Principal Financial Officer: Thomas Dusenberry

 

Treasurer: Barbara H. Tolle

 

6 

 

EXHIBIT B


The Salient Private Access Master Fund, L.P.

The Salient Private Access Registered Fund, L.P.

The Salient Private Access TEI Fund, L.P.

The Salient Private Access Institutional Fund, L.P.

The Endowment PMF Master Fund, L.P.

PMF Fund, L.P.

PMF TEI Fund, L.P.

 

 

Code of Ethics for Principal Executive and Senior Financial Officers

 

Initial and Annual Certification of

Compliance with the

Code of Ethics for Principal Executive and Senior Financial Officers

 

To:The Board of Directors

 

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

 

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

 

 

  (Signature)  
       
  Name:    
  Date:  

 

7 

EX-99.CERT 3 fp0039847_ex99cert.htm

CERTIFICATIONS

I, John A. Blaisdell, certify that:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

3/11/2019

  /s/ John A. Blaisdell  
Date   John A. Blaisdell  
    Principal Executive Officer  

 

1

 

 

 

CERTIFICATIONS

I, Thomas Dusenberry, certify that:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

3/11/2019

 

/s/ Thomas Dusenberry

 
Date   Thomas Dusenberry  
    Principal Financial Officer  

 

EX-99.906 CERT 4 fp0039847_ex99906cert.htm

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

 

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

 

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

 

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

 

3/11/2019

 
Date  

 

/s/ John A. Blaisdell

 
John A. Blaisdell  
Principal Executive Officer  

 

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

 

 

 

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

 

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

 

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

 

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

 

3/11/2019

 
Date  

 

/s/ Thomas Dusenberry

 
Thomas Dusenberry  
Principal Financial Officer  

 

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