N-CSRS 1 d228397dncsrs.htm PMF TEI FUND, L.P. PMF TEI Fund, L.P.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-22942

 

 

PMF TEI 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
PMF TEI 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: 12/31/16

Date of reporting period: 06/30/16

 

 


Item 1. Reports to Stockholders.


LOGO


TABLE OF CONTENTS

 

PMF TEI Fund, L.P.

  

Statement of Assets, Liabilities and Partners’ Capital

     1   

Statement of Operations

     2   

Statement of Changes in Partners’ Capital

     3   

Statement of Cash Flows

     4   

Notes to Financial Statements

     5   

Supplemental Information

     11   

Privacy Policy

     17   

The Endowment PMF Master Fund, L.P.

  

Statement of Assets, Liabilities and Partners’ Capital

     21   

Schedule of Investments

     22   

Statement of Operations

     27   

Statement of Changes in Partners’ Capital

     28   

Statement of Cash Flows

     29   

Notes to Financial Statements

     30   

Supplemental Information

     42   

Privacy Policy

     48   


PMF TEI FUND, L.P.

(A Limited Partnership)

Statement of Assets, Liabilities and Partners’ Capital

June 30, 2016

(Unaudited)

 

Assets

  

Investment in the Offshore Fund, at fair value

   $ 274,424,876   

Receivable from the Offshore Fund

     12,450,967   
  

 

 

 

Total assets

     286,875,843   
  

 

 

 

Liabilities and Partners’ Capital

  

Withdrawals payable

     12,450,967   

Servicing Fees payable

     288,065   

Accounts payable and accrued expenses

     337,287   
  

 

 

 

Total liabilities

     13,076,319   
  

 

 

 

Partners’ capital

     273,799,524   
  

 

 

 

Total liabilities and partners’ capital

   $ 286,875,843   
  

 

 

 

 

See accompanying notes to financial statements.

 

1


PMF TEI FUND, L.P.

(A Limited Partnership)

Statement of Operations

For the Six Months Ended June 30, 2016

(Unaudited)

 

Net investment income allocated from the Offshore Fund:

  

Dividend income (net of witholding tax of $228,772)

   $ 1,243,618   

Interest income

     21,847   

Expenses

     (1,745,282
  

 

 

 

Net investment loss allocated from the Offshore Fund

     (479,817
  

 

 

 

Expenses of the TEI Fund:

  

Servicing Fees

     594,951   

Professional fees

     92,928   

Other expenses

     63,076   
  

 

 

 

Total expenses of the TEI Fund

     750,955   
  

 

 

 

Net investment loss of the TEI Fund

     (1,230,772
  

 

 

 

Net realized and unrealized gain (loss) from investments

  

Net realized gain from investments allocated from the Offshore Fund

     11,625,479   

Change in unrealized appreciation/depreciation from investments allocated from the Offshore Fund

     (20,658,932
  

 

 

 

Net realized and unrealized loss from investments

     (9,033,453
  

 

 

 

Net decrease in partners’ capital resulting from operations

   $ (10,264,225
  

 

 

 

 

See accompanying notes to financial statements.

 

2


PMF TEI FUND, L.P.

(A Limited Partnership)

Statement of Changes in Partners’ Capital

For the Year Ended December 31, 2015

and the Six Months Ended June 30, 2016

(Unaudited)

 

Partners’ capital at December 31, 2014

   $ 375,736,426   

Contributions

     65,889   

Withdrawals

     (77,100,971

Net increase in partners’ capital resulting from operations:

  

Net investment loss

     (710,006

Net realized gain from investments allocated from the Master Fund

     31,506,887   

Change in unrealized appreciation/depreciation from investments allocated from the Master Fund

     (21,598,522
  

 

 

 

Net increase in partners’ capital resulting from operations

     9,198,359   
  

 

 

 

Partners’ capital at December 31, 2015

   $ 307,899,703   
  

 

 

 

Contributions

     4,780,650   

Withdrawals

     (28,616,604

Net decrease in partners’ capital resulting from operations:

  

Net investment loss

     (1,230,772

Net realized gain from investments allocated from the Master Fund

     11,625,479   

Change in unrealized appreciation/depreciation from investments allocated from the Master Fund

     (20,658,932
  

 

 

 

Net decrease in partners’ capital resulting from operations

     (10,264,225
  

 

 

 

Partners’ capital at June 30, 2016

   $ 273,799,524   
  

 

 

 

 

See accompanying notes to financial statements.

 

3


PMF TEI FUND, L.P.

(A Limited Partnership)

Statement of Cash Flows

For the Six Months Ended June 30, 2016

(Unaudited)

 

Cash flows from operating activities:

  

Net decrease in partners’ capital resulting from operations

   $ (10,264,225

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

  

Net realized and unrealized loss from investments allocated from the Offshore Fund

     9,033,453   

Net investment loss allocated from the Offshore Fund

     479,817   

Redemptions from the Offshore Fund

     24,556,522   

Change in operating assets and liabilities:

  

Receivable from the Offshore Fund

     (3,928,903

Servicing Fees payable

     (34,632

Accounts payable and accrued expenses

     65,019   
  

 

 

 

Net cash provided by operating activities

     19,907,051   
  

 

 

 

Cash flows from financing activities:

  

Contributions

     4,780,650   

Withdrawals

     (24,687,701
  

 

 

 

Net cash used in financing activities

     (19,907,051
  

 

 

 

Net change in cash and cash equivalents

     —     

Cash and cash equivalents at beginning of period

     —     
  

 

 

 

Cash and cash equivalents at end of period

   $ —     
  

 

 

 

 

See accompanying notes to financial statements.

 

4


PMF TEI FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements

June 30, 2016

(Unaudited)

 

(1) ORGANIZATION

PMF TEI Fund, L.P. (the “TEI Fund”), a Delaware limited partnership registered under the Investment Company Act of 1940, as amended (the “1940 Act”), commenced operations on March 31, 2014, as a non-diversified, closed-end management investment company. The TEI Fund was created to serve as a feeder fund for PMF TEI Offshore Fund, Ltd. (the “Offshore Fund”), which in turn is a feeder fund for The Endowment PMF Master Fund, L.P. (the “Master Fund”). There are currently three feeder funds (the “Feeder Funds”). For convenience, reference to the TEI Fund may include the Offshore Fund and Master Fund, as the context requires.

The TEI 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 Master Fund’s financial statements, Schedule of Investments and notes to financial statements included elsewhere in this report, should be read in conjunction with this report. The Offshore Fund serves solely as an intermediary for the TEI Fund’s investment in the Master Fund. The percentage of the Master Fund’s partnership interests indirectly owned by the TEI Fund on June 30, 2016, was 30.93%.

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

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

Under the TEI Fund’s organizational documents, the TEI Fund’s officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the TEI Fund. In the normal course of

 

5


PMF TEI FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2016

(Unaudited)

 

business, the TEI Fund enters into contracts with service providers, which also provide for indemnifications by the TEI Fund. The TEI Fund’s maximum exposure under these arrangements is unknown, as this would involve any future potential claims that may be made against the TEI Fund. However, based on experience, the General Partner expects that risk of loss to be remote.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

(a) BASIS OF ACCOUNTING

The accounting and reporting policies of the TEI Fund conform with U.S. generally accepted accounting principles (“U.S. GAAP”). The accompanying financial statements reflect the financial position of the TEI Fund and the results of its operations. The TEI 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 TEI 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 TEI Fund records monthly, its pro-rata share of income, expenses, changes in unrealized appreciation and depreciation, and realized gains and losses derived from the Offshore Fund.

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

Investments that are held by the TEI Fund are marked to fair value at the date of the financial statements, and the corresponding change in unrealized appreciation/depreciation is included in the Statement of Operations.

(d) INVESTMENT VALUATION

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

The Board has formed a valuation committee (the “Board Valuation Committee”) that is responsible for overseeing the TEI 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.

 

6


PMF TEI FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2016

(Unaudited)

 

The TEI Fund invests substantially all of its assets in the Offshore Fund, which in turn invests substantially all of its assets in the Master Fund. Investments in the Master Fund are recorded at fair value based on the TEI Fund’s proportional share of the Master Fund’s partners’ capital, through the Offshore Fund. Valuation of the investments held by the Master Fund is discussed in the Master Fund’s notes to financial statements, included elsewhere in this report.

(e) INVESTMENT INCOME

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

(f) FUND EXPENSES

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

(g) INCOME TAXES

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

For the current open tax year and the tax year ended December 31, 2015, and for all major jurisdictions, management of the TEI Fund has evaluated the tax positions taken or expected to be taken in the course of preparing the TEI Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained by the TEI 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 TEI Fund would be recorded as a tax benefit or expense in the current period. For the six months ended June 30, 2016, the TEI Fund did not recognize any amounts for unrecognized tax benefit/expense. A reconciliation of unrecognized tax benefit/expense is not provided herein, as the beginning and ending amounts of unrecognized tax benefit/expense are zero, with no interim additions, reductions or settlements. Tax positions taken in tax years which remain open under the statute of limitations (generally three years for federal income tax purposes) are subject to examination by federal and state tax jurisdictions.

(h) USE OF ESTIMATES

The 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

 

7


PMF TEI FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2016

(Unaudited)

 

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 TEI Fund records its investment in the Offshore Fund, which in turn invests substantially all of its assets in the Master Fund, at fair value. Investments of the Master Fund are recorded at fair value as more fully discussed in the Master Fund’s notes to financial statements, included elsewhere in this report.

(4) PARTNERS’ CAPITAL ACCOUNTS

(a) ISSUANCE OF INTERESTS

Interests of the TEI 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 TEI Fund will generally not otherwise be offered or sold.

(b) ALLOCATION OF PROFITS AND LOSSES

For each fiscal period, generally monthly, net profits or net losses of the TEI Fund, including allocations from the Master Fund, are allocated among and credited to or debited against the capital accounts of all partners as of the last day of each fiscal period in accordance with the partners’ respective capital account ownership percentage for the fiscal period. Net profits or net losses are measured as the net change in the value of the partners’ capital of the TEI 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 TEI 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

As of June 30, 2016, all of the investments made by the TEI Fund were in the Master Fund (through the Offshore Fund).

 

8


PMF TEI FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2016

(Unaudited)

 

(6) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

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

(7) ADMINISTRATION AGREEMENT

In consideration for administrative, accounting, and recordkeeping services, the Master Fund pays the Administrator a monthly administration fee based on the month-end partners’ capital of the Master Fund. The Administrator also provides the TEI Fund, the Offshore Fund and the Master Fund with compliance, transfer agency, and other investor related services at an additional cost.

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

(8) RELATED PARTY TRANSACTIONS

(a) INVESTMENT MANAGEMENT FEE

In consideration of the advisory and other services provided by the Adviser to the Master Fund and the TEI Fund, the Master Fund pays the Adviser an investment management fee (the “Investment Management Fee”) equal to 0.70% on an annualized basis of the Master Fund’s partners’ capital at the end of each month, payable monthly in arrears, for the six quarters following March 31, 2014, and 0.40% on an annualized basis for periods thereafter until the period ending March 31, 2024, when the Adviser will no longer receive the Investment Management Fee.

The TEI Fund’s partners bear an indirect portion of the Investment Management Fee paid by the Master Fund. The Investment Management Fee decreases the net profits or increases the net losses of the Master Fund and indirectly the TEI Fund as the fees reduce the capital accounts of the Master Fund’s partners.

(b) SERVICING FEE

In consideration for providing or procuring investor services and administrative assistance to the TEI Fund, the Adviser receives a servicing fee (the “Servicing Fee”) equal to 0.50% (on an annualized basis) of each partner’s capital account balance, calculated at the end of each month, payable quarterly in arrears, for the six quarters following March 31, 2014, and 0.40% (on an annualized basis) for periods thereafter until the period ending March 31, 2024, when the Adviser will no longer receive a Servicing Fee.

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

For the six months ended June 30, 2016, $594,951 was incurred for Servicing Fees.

 

9


PMF TEI FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2016

(Unaudited)

 

(9) FINANCIAL HIGHLIGHTS

 

     Six Months Ended
June 30, 2016
     Year Ended
December 31, 2015
     For the Period
March 31, 2014
Through
December 31, 20141
 

Net investment loss to average partners’ capital2

     (0.84)%         (0.21)%         (2.11)%   

Expenses to average partners’ capital2

     1.71%         1.71%         3.10%   

Portfolio Turnover3

     1.97%         8.38%         5.28%   

Internal rate of return since inception4

     (10.52)%         (5.14)%         (9.73)%   

Total Return

     (3.47)%         2.61%         (2.43)%   

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

   $ 273,800        $ 307,900        $ 375,736    

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

 

1

The PMF TEI Fund, L.P. 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. Ratios include allocations of net investment loss and expenses from the Offshore Fund and the Master Fund. These ratios have been annualized for periods less than twelve months.

3

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

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 was computed based on the actual dates of the cash inflows (capital contributions), cash outflows (cash distributions), and the ending partners’ capital as of June 30, 2016 (the residual value). The IRR reported is for the PMF TEI Fund as a whole, which includes the early liquidity discount that was specifically allocated only to those investors that did not elect the PMF TEI Fund option but instead elected to be fully redeemed for cash pursuant to the March 31, 2014 tender offer. The IRR for investors who remained invested in the PMF TEI Fund is 2.01%. The IRR reported for the Master Fund is 2.59%.

5

The total return of the TEI 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.

(10) SUBSEQUENT EVENTS

Management of the TEI Fund has evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no adjustments were required to the financial statements as of June 30, 2016.

 

10


PMF TEI FUND, L.P.

(A Limited Partnership)

Supplemental Information

June 30, 2016

(Unaudited)

 

Directors and Officers

The TEI 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 TEI Fund who are responsible for the TEI 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, a fee of $1,000 for each informal Board meeting, a fee of $500 for each telephonic Board meeting, annual fees of $530, $530, and $700 for membership on the Audit, Valuation and Compliance Committees, respectively paid quarterly, annual fees of $2,550, $3,400 and $2,550 for the Audit, Valuation and Compliance Committee chair positions, respectively paid quarterly, and an annual fee of $4,250 to the Lead Independent Director, paid quarterly. There are currently four Independent Directors. In the interest of retaining Independent Directors of the highest quality, the Board intends to periodically review such compensation and may modify it as the Board deems appropriate.

Allocation of Investments

The following chart indicates the allocation of investments among the asset classes in the Master Fund as of June 30, 2016.

 

Asset Class1

   Fair Value      %  

Energy

   $ 144,838,080         17.1   

Event-Driven

     63,043,868         7.4   

Global Macro and Trading

     26,957         0.0   

Private Equity

     519,333,672         61.2   

Real Estate

     93,442,469         11.0   

Relative Value

     28,473,722         3.3   
  

 

 

    

 

 

 

Total Investments

   $ 849,158,768         100.0   
  

 

 

    

 

 

 

 

1

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

Form N-Q Filings

The TEI 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 TEI Fund’s Form N-Q is available on the Securities and Exchange Commission website at http://www.sec.gov. The TEI 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.

 

11


PMF TEI FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2016

(Unaudited)

 

Proxy Voting Policies

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

Board Consideration of the Investment Management Agreement

At an in-person meeting of the Board held on January 27, 2016, the Board, including the Directors who are not “interested persons” as that term is defined in the Investment Company Act of 1940 (“Independent Directors”), considered and approved the continuation of the Investment Management Agreement between the Institutional 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 Institutional Fund’s investment programs, Institutional Fund’s and Adviser’s compliance programs, Adviser staffing and management changes, Institutional Fund performance including benchmarks and comparisons to other funds, Institutional 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 Fund’s partners to obtain high quality services at a cost that is appropriate, reasonable, and in the interests of investors. They stated that in light of the significant changes undertaken in dividing and refocusing the Funds 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.

 

12


PMF TEI FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2016

(Unaudited)

 

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 of the Funds. The Board evaluated the comparative information provided by the Adviser regarding the Fund’s investment performance, noting the largely irrelevant nature of other funds in comparison due to the Fund’s purpose and objective of successful and efficient liquidation. The Board also considered 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 positive performance was equivalent to market indices. The Board concluded that the Adviser was successful in seeking the Fund’s objective. On the basis of the Directors’ assessment, the Directors concluded that the Adviser was capable of producing returns that are appropriate in light of the Fund’s investment objective and strategies.

The cost of advisory service provided and the level of profitability. In analyzing the cost of services and profitability of the Adviser, the Board considered the revenues earned and expenses incurred by the Adviser. The Board took into account the personnel and service infrastructure that supports the Fund and its investors, and the costs thereof, and noted the nearly 43% decrease in the annualized advisory fee rate that took place during the period. 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 noted that the advisory fee decrease, and concluded that the management fees reflect the Fund’s complicated operations while unwinding. The Board noted in particular the hard expense limitation and its positive effect in light of the anticipated declining size of the Funds over time.

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 identifiable, meaningful 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 Fund in a professional manner that is consistent with the best interests of the Fund and its partners.

The Adviser’s Investment Committee Members

As of the date of the filing, the Investment Committee 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”). The members of the Investment Committee (each an “Investment Committee Member”) are: Messrs. Lee G. Partridge, William B. Hunt and William R. Guinn.

 

13


PMF TEI FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2016

(Unaudited)

 

Mr. Partridge has served as an Investment Committee Member since January 15, 2013, and has served as Chief Investment Officer of Salient Partners, L.P. (“Salient”), which owns Salient Trust Co., LTA, a trust company chartered under the laws of the State of Texas, since January 15, 2013. Mr. Hunt has served as an Investment Committee Member since 2014 and as Chief Risk Officer of Salient since 2014. He previously held positions as a Senior Analyst and Portfolio Manager of Iridian Asset Management (from 1996-2011) and Professor at Southern Methodist University (from 1991-2000). Mr. Guinn has served as an Investment Committee Member since 2014 and Director of Salient since 2013. Previously, he held the position of Director of Strategic Partnerships and Opportunistic Investments at the Teacher Retirement System of Texas (2009-2013). Each member of the Investment Committee reviews asset allocation recommendations made by the Adviser’s representatives, manager due diligence and recommendations and, by a majority vote of the Investment Committee, determines asset allocation and manager selection.

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

Certain Investment Committee Members, who are primarily responsible for the day-to-day management of the Fund, also manage other registered investment companies, other pooled investment vehicles and other accounts, as indicated below. The following tables identify, as of December 31, 2015: (i) the number of other registered investment companies, other pooled investment vehicles and other accounts managed by the Investment Committee Member 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
 

Lee Partridge

           

Registered investment companies (1)

     12      $ 1.60 billion          0      $   

Other pooled investment companies (1)

     17      $ 1.07 billion          3      $ 287.52 million   

Other accounts

     371      $ 53.75 million         3      $ 53.75 million  

William B. Hunt

           

Registered investment companies (1)

     12      $ 1.60 billion          0       $  

Other pooled investment companies (1)

     17      $ 1.07 billion          3       $ 287.52 million   

Other accounts

     371      $ 53.75 million         3       $ 53.75 million   

William R. Guinn

           

Registered investment companies (1)

     12      $ 1.60 billion          0      $   

Other pooled investment companies (1)

     17      $ 1.07 billion          3      $ 287.52 million  

Other accounts

     371      $ 53.75 million         3      $ 53.75 million   

 

(1)

For registered investment companies and pooled investment vehicles managed, the number of vehicles reported for master feeder structures includes both the master fund and feeder funds while the corresponding total assets reported reflect the assets of the master fund only.

 

14


PMF TEI FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2016

(Unaudited)

 

Conflicts of Interest of the Adviser

From time to time, potential conflicts of interest may arise between an Investment Committee Member’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 Investment Committee Member’s day-to-day management of a Fund. Because of their positions with the Fund, the Investment Committee Members know the size, timing and possible market impact of the Fund’s trades. It is theoretically possible that the Investment Committee Members 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 Investment Committee Member’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 Investment Committee Member, 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. An Investment Committee Member 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 Investment Committee Member in that the Member 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 Investment Committee Members

Messrs. Partridge, Hunt and Guinn, as partners of Salient, indirectly own equity interests in the Adviser as well as in the general partner of another fund who is compensated directly on performance (based on an incentive allocation) and the size of the fund’s asset base. In addition, Messrs. Hunt and Guinn receive compensation based on objective and subjective performance assessments of their work, which may take into account the size of the Master Fund and the other funds within the Fund Complex and the management and servicing fees charged thereon, as well as other funds managed by Salient affiliates for which they have significant involvement. Mr. Partridge is the Chief Investment Officer of Salient and related affiliates and subsidiaries (collectively, the “Salient Group”), which pays him a base salary and bonus based on the performance of the Salient Group. These individuals are responsible for the investment processes and management of the Salient Group. Mr. Partridge believes that to the extent that they are successful in their investment endeavors, the greater the number of assets over time and the more significant their compensation and equity value will be from the Salient Group.

 

15


PMF TEI FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2016

(Unaudited)

 

Securities Ownership of Investment Committee Members

The table below shows the dollar range of the interests of each Fund beneficially owned as of December 31, 2015 by each Investment Committee Member.

 

Investment
Committee Member

  

Master Fund

   PMF Fund    TEI Fund

Lee G. Partridge

   None    None    None

William B. Hunt

   None    None    None

William R. Guinn

   None    None    None

 

16


PMF TEI FUND, L.P.

(A Limited Partnership)

 

Privacy Policy (Unaudited)

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

If an investor’s investment relationship with the TEI 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.

 

17


 

 

This Page Intentionally Left Blank

 

 

 

 

18


the

ENDOWMENT FUND

The Endowment PMF Master Fund, L.P.

Shareholder Report

June 30, 2016

(Unaudited)


 

 

 

This Page Intentionally Left Blank

 

 

 

 

20


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Statement of Assets, Liabilities and Partners’ Capital

June 30, 2016

(Unaudited)

 

Assets

  

Investments in Investment Funds, at fair value (Cost $529,525,453)

   $ 511,641,409   

Investments in affiliated Investment Funds, at fair value (Cost $320,205,176)

     337,517,359   
  

 

 

 

Total investments

     849,158,768   

Cash and cash equivalents

     77,331,157   

Foreign currency, at value (Cost $3,093,743)

     3,093,743   

Receivable from affiliate

     133,533   

Receivable from investments sold

     455,355   

Prepaids and other assets

     63,588   
  

 

 

 

Total assets

     930,236,144   
  

 

 

 

Liabilities and Partners’ Capital

  

Withdrawals payable

     40,300,017   

Investment Management Fees payable

     927,879   

Offshore withholding tax payable

     956,835   

Administration fees payable

     140,805   

Accounts payable and accrued expenses

     521,035   
  

 

 

 

Total liabilities

     42,846,571   
  

 

 

 

Partners’ capital

     887,389,573   
  

 

 

 

Total liabilities and partners’ capital

   $ 930,236,144   
  

 

 

 

 

See accompanying notes to financial statements.

 

21


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Schedule of Investments

June 30, 2016

(Unaudited)

 

     Shares      Fair
Value
     % of
Partners’
Capital
 

Investments in Investment Funds

        

Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies

        

British Virgin Islands

        

Private Equity (0.05% of Partners’ Capital)

        

Penta Asia Domestic Partners, L.P.

      $ 401,764      
     

 

 

    

Total British Virgin Islands

        401,764      
     

 

 

    

Cayman Islands

        

Energy (3.10% of Partners’ Capital)

        

Sentient Global Resources Fund III, L.P.

        18,497,523      

Sentient Global Resources Fund IV, L.P.

        8,959,145      

Private Equity (23.77% of Partners’ Capital)

        

ABRY Advanced Securities Fund, L.P.

        292,408      

CX Partners Fund Ltd(1)(2)

        26,794,865      

Gavea Investment Fund II A, L.P.

        653,124      

Gavea Investment Fund III A, L.P.

        2,926,874      

Hillcrest Fund, L.P.(2)

        4,085,082      

India Asset Recovery Fund L.P.

        143,275      

J.C. Flowers III LP(1)

        10,882,954      

LC Fund IV, L.P.(1)(2)

        21,477,990      

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

        23,100,405      

Northstar Equity Partners III

        5,978,110      

Orchid Asia IV, L.P.(1)

        3,621,226      

Reservoir Capital Partners (Cayman), L.P.

        6,298,863      

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

        6,655,593      

Tiger Global Private Investment Partners V, L.P.

        14,267,398      

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

        8,598,832      

Trustbridge Partners II, L.P.(1)

        19,407,281      

Trustbridge Partners III, L.P.(2)

        33,704,035      

Trustbridge Partners IV, L.P.

        22,008,605      

Real Estate (1.32% of Partners’ Capital)

        

Forum European Realty Income III, L.P.(1)

        6,289,451      

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

        5,392,837      

Phoenix Real Estate Fund (T) L.P.(2)

        19,673      
     

 

 

    

Total Cayman Islands

        250,055,549      
     

 

 

    

Guernsey

        

Private Equity (0.61% of Partners’ Capital)

        

Mid Europa Fund III LP

        5,417,592      
     

 

 

    

Total Guernsey

        5,417,592      
     

 

 

    

 

See accompanying notes to financial statements.

 

22


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Schedule of Investments, continued

June 30, 2016

(Unaudited)

 

     Shares      Fair
Value
     % of
Partners’
Capital
 

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

        

United Kingdom

        

Private Equity (0.41% of Partners’ Capital)

        

Darwin Private Equity I L.P.

      $ 3,655,101      

Real Estate (0.47% of Partners’ Capital)

        

Benson Elliott Real Estate Partners II, L.P.

        788,499      

Patron Capital, L.P. II

        290,710      

Patron Capital, L.P. III(1)

        3,048,425      
     

 

 

    

Total United Kingdom

        7,782,735      
     

 

 

    

United States

        

Energy (13.12% of Partners’ Capital)

        

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

        1,522,399      

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

        3,536,715      

CamCap Resources, L.P.

        13,071      

EnCap Energy Capital Fund VII-B LP(1)

        1,403,738      

EnCap Energy Infrastructure TE Feeder, L.P.(1)(2)

        2,402,700      

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

        14,668,604      

Intervale Capital Fund, L.P.

        3,646,046      

Merit Energy Partners G, L.P.

        16,346,752      

Midstream & Resources Follow-On Fund, L.P.(1)(2)

        17,207,342      

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

        4,927,552      

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

        6,341,267      

NGP Midstream & Resources, L.P.(1)

        9,509,616      

Quantum Parallel Partners V, L.P.(2)

        33,205,630      

Tenaska Power Fund II-A, L.P.(2)

        1,682,539      

Event-Driven (7.10% of Partners’ Capital)

        

BDCM Partners I, L.P.(1)(2)

        17,793,424      

Credit Distressed Blue Line Fund, L.P.(3)

        10,717,568      

Fortelus Special Situations Fund LP(2)

        3,022,830      

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

        18,111,830      

Harbinger Capital Partners Fund II, L.P.

        1,953,548      

Harbinger Capital Partners Special Situations Fund, L.P.

        2,136,652      

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

        125,555      

Harbinger Class LS Holdings (U.S.) Trust(3)

     3,225        6,476,830      

Harbinger Class PE Holdings (U.S.) Trust(1)

     4        2,200,615      

Prospect Harbor Credit Partners LP

        505,016      

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

        

Passport Global Strategies III Ltd.

     629        26,957      

 

See accompanying notes to financial statements.

 

23


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Schedule of Investments, continued

June 30, 2016

(Unaudited)

 

     Shares      Fair
Value
     % of
Partners’
Capital
 

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

        

United States (continued)

        

Private Equity (33.67% of Partners’ Capital)

        

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

      $ 2,475,739      

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

        10,321,048      

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

        9,382,362      

Black River Commodity Multi-Strategy Fund LLC(1)

        69,216      

Capital Royalty Partners LP

        742,138      

Catterton Growth Partners, L.P.

        14,073,110      

CCM Small Cap Value Qualified Fund, L.P.(3)

        306,195      

Chrysalis Ventures III, L.P.

        2,212,216      

Crosslink Crossover Fund IV, L.P.

        358,640      

Crosslink Crossover Fund V, L.P.

        2,600,563      

Crosslink Crossover Fund VI, L.P.

        18,096,490      

Dace Ventures I, LP(2)

        1,020,764      

Fairhaven Capital Partners, L.P.(1)

        8,057,878      

Founders Fund III, LP

        22,794,934      

Founders Fund IV, LP

        25,460,150      

Garrison Opportunity Fund II A LLC

        6,690,344      

Garrison Opportunity Fund LLC(2)

        5,341,624      

HealthCor Partners Fund, L.P.(2)

        6,415,418      

Highland Credit Strategies Liquidation Vehicle Onshore

        1,341,103      

Ithan Creek Partners, L.P.(1)

        3,483,089      

L-R Global Partners, L.P.

        342,018      

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

        8,473,554      

Middle East North Africa Opportunities Fund, L.P.(3)

     3,969        308,453      

Monomoy Capital Partners II, L.P.

        11,400,068      

Monomoy Capital Partners, L.P.

        871,975      

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

        12,158,842      

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

        1,863,838      

Private Equity Investment Fund IV, L.P.(1)(2)

        3,076,261      

Private Equity Investment Fund V. L.P.(2)

        27,281,345      

Saints Capital VI, L.P.(2)

        6,727,260      

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

        1,002,762      

Sanderling Venture Partners VI, L.P.

        991,758      

Sterling Capital Partners II, L.P.

        547,487      

Sterling Group Partners II, L.P.

        34,581      

Sterling Group Partners III, L.P.

        15,707,287      

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

        897,910      

TAEF Fund, LLC

        2,014,895      

Tenaya Capital V, LP

        3,824,000      

 

See accompanying notes to financial statements.

 

24


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Schedule of Investments, continued

June 30, 2016

(Unaudited)

 

     Shares      Fair
Value
     % of
Partners’
Capital
 

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

        

United States (continued)

        

Private Equity (32.00% of Partners’ Capital) (continued)

        

Tenaya Capital VI, LP

      $ 6,656,000      

The Column Group, L.P.

        14,090,000      

The Raptor Private Holdings L.P.

     1,209        657,098      

Trivest Fund IV, L.P.(1)(2)

        10,886,977      

Tuckerbrook SB Global Distressed Fund I, L.P.(2)

        3,268,371      

Valiant Capital Partners LP

        3,298,049      

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

        561,457      

VCFA Venture Partners V, L.P.(1)

        1,886,397      

Voyager Capital Fund III, L.P.

        3,131,485      

WestView Capital Partners II, L.P.(1)(2)

        15,574,365      

Real Estate (8.46% of Partners’ Capital)

        

Aslan Realty Partners III, L.L.C.

        97,365      

Cypress Realty VI Limited Partnership

        3,990,855      

Florida Real Estate Value Fund, L.P.(1)(2)

        3,186,712      

GTIS Brazil Real Estate Fund (Brazilian Real) LP(2)

        12,574,716      

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

        1,749,612      

Monsoon Infrastructure & Realty Co-Invest, L.P.(2)

        14,156,267      

Northwood Real Estate Co-Investors LP(1)

        4,645,428      

Northwood Real Estate Partners LP(1)

        9,904,761      

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

        922,962      

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

        5,447,465      

Pearlmark Mezzanine Realty Partners III, L.L.C.(1)

        3,010,256      

Pennybacker II, LP(1)(2)

        2,591,315      

SBC Latin America Housing US Fund, LP(2)

        8,623,908      

Square Mile Partners III LP(1)

        4,197,808      

Relative Value (2.80% of Partners’ Capital)

        

Eton Park Fund, L.P.

        1,540,954      

King Street Capital, L.P.

        843,876      

Magnetar Capital Fund LP

        2,224,627      

Magnetar SPV LLC

        132,610      

OZ Asia Domestic Partners, LP(1)

        1,322,952      

PIPE Equity Partners LLC(3)

        3,778,093      

PIPE Select Fund LLC(3)

        14,035,017      

Stark Investments Ltd Partnership(1)

        42,083      

Stark Select Asset Fund, LLC

        956,721      
     

 

 

    

Total United States

        578,238,673      
     

 

 

    

Total Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies

        841,896,313         94.88%   
     

 

 

    

 

See accompanying notes to financial statements.

 

25


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Schedule of Investments, continued

June 30, 2016

(Unaudited)

 

     Shares      Fair
Value
     % of
Partners’
Capital
 

Passive Foreign Investment Companies

        

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

        

Energy (0.11% of Partners’ Capital)

        

Ospraie Special Opportunities (Offshore) Ltd.

      $ 967,441      

Private Equity (0.02% of Partners’ Capital)

        

Quorum Fund Ltd(2)

     8,762        184,781      

Relative Value (0.41% of Partners’ Capital)

        

CRC Credit Fund Ltd.

     46,938        3,596,789      
     

 

 

    

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

        4,749,011      
     

 

 

    

Total Passive Foreign Investment Companies

        4,749,011         0.54%   
     

 

 

    

Private Corporations

        

United States

        

Real Estate (0.28% of Partners’ Capital)

        

Legacy Partners Realty Fund II, Inc.

        1,017,648      

Legacy Partners Realty Fund III, Inc.

        738,000      

Net Lease Private REIT VI, Inc.

        180,125      

Net Lease Private REIT VII, Inc.

        288,837      

Net Lease Private REIT VII-A, Inc.

        288,834      
     

 

 

    

Total Private Corporations

        2,513,444         0.28%   
     

 

 

    

Total Investments in Investment Funds
(Cost $849,730,629)

        849,158,768         95.70%   
     

 

 

    

Total Investments (Cost $849,730,629)

      $ 849,158,768         95.70%   
     

 

 

    

The Master Fund’s total outstanding capital commitments to Investment Funds as of June 30, 2016 were $115,663,110. For certain Investment Funds for which the Master Fund has a capital commitment, the Master Fund may be allocated its pro-rata share of expenses prior to having to fund a capital call for such expenses.

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

 

(1)

Income producing investment

(2)

Affiliated investments (See Note 5b)

(3)

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

 

See accompanying notes to financial statements.

 

26


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Statement of Operations

For the Six Months Ended June 30, 2016

(Unaudited)

 

Investment income:

  

Dividend income (net of foreign tax withholding of $738,825)

   $ 2,136,196   

Interest income

     70,534   

Dividend income from affiliated investments

     1,880,296   
  

 

 

 

Total investment income

     4,087,026   
  

 

 

 

Expenses:

  

Investment Management Fees

     1,925,769   

Administration fees

     290,382   

Professional fees

     285,194   

Commitment fees

     124,306   

Custodian fees

     62,395   

Directors fees

     38,449   

Offshore withholding tax expense

     817,008   

Other expenses

     210,448   
  

 

 

 

Total expenses

     3,753,951   
  

 

 

 

Net investment income

     333,075   
  

 

 

 

Net realized and unrealized gain (loss):

  

Net realized gain from investments and foreign currency translations

     51,830,628   

Net realized loss from affiliated investments

     (14,275,997

Change in unrealized appreciation/depreciation

     (66,731,123
  

 

 

 

Net realized and unrealized loss

     (29,176,492
  

 

 

 

Net decrease in partners’ capital resulting from operations

   $ (28,843,417
  

 

 

 

 

See accompanying notes to financial statements.

 

27


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Statement of Changes in Partners’ Capital

For the year ended December 31, 2015

and the Six Months Ended June 30, 2016

(Unaudited)

 

Partners’ capital at December 31, 2014

   $ 1,208,927,652   

Contributions

     65,889   

Withdrawals

     (252,368,021

Net increase in partners’ capital resulting from operations:

  

Net investment income

     6,260,745   

Net realized gain from investments and foreign currency translations

     71,247,384   

Net realized gain from redemptions in-kind

     900,731   

Net realized gain from affiliated investments

     29,208,025   

Change in unrealized appreciation/depreciation

     (69,563,575
  

 

 

 

Net increase in partners’ capital resulting from operations

     38,053,310   
  

 

 

 

Partners’ capital at December 31, 2015

   $ 994,678,830   
  

 

 

 

Withdrawals

     (78,445,840

Net decrease in partners’ capital resulting from operations:

  

Net investment income

     333,075   

Net realized gain from investments and foreign currency translations

     51,830,628   

Net realized loss from affiliated investments

     (14,275,997

Change in unrealized appreciation/depreciation

     (66,731,123
  

 

 

 

Net decrease in partners’ capital resulting from operations

     (28,843,417
  

 

 

 

Partners’ capital at June 30, 2016

   $ 887,389,573   
  

 

 

 

 

See accompanying notes to financial statements.

 

28


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Statement of Cash Flows

For the Six Months Ended June 30, 2016

(Unaudited)

 

Cash flows from operating activities:

  

Net decrease in partners’ capital resulting from operations

   $ (28,843,417

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

  

Purchases of investments

     (17,815,394

Proceeds from disposition of investments

     93,438,819   

Net realized gain from investments and foreign currency translations

     (51,830,628

Net realized loss from affiliated investments

     14,275,997   

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

     66,731,123   

Change in operating assets and liabilities:

  

Foreign currency, at value

     (3,093,743

Receivable from investments sold

     961,360   

Prepaids and other assets

     (14,620

Investment Management Fees payable

     (108,780

Offshore withholding tax payable

     943,403   

Administration fees payable

     (126,945

Accounts payable and accrued expenses

     123,719   
  

 

 

 

Net cash provided by operating activities

     74,640,894   
  

 

 

 

Cash flows from financing activities:

  

Withdrawals

     (65,645,840
  

 

 

 

Net cash used in financing activities

     (65,645,840
  

 

 

 

Effect of exchange rate changes in cash

     (20,157
  

 

 

 

Net change in cash and cash equivalents

     8,974,897   

Cash and cash equivalents at beginning of period

     68,356,260   
  

 

 

 

Cash and cash equivalents at end of period

   $ 77,331,157   
  

 

 

 

Supplemental schedule of cash activity:

  

Cash paid for offshore withholding taxes

     (139,827

Cash paid for interest

   $ 575   

 

See accompanying notes to financial statements.

 

29


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements

June 30, 2016

(Unaudited)

 

(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 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 members of the Board are independent of the General Partner and its management. To the extent permitted by applicable law, the Board may delegate any of its rights, powers and authority to, among others, the officers of the Master Fund, the Adviser, 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.

 

30


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2016

(Unaudited)

 

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

(a) BASIS OF ACCOUNTING

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

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

(d) INVESTMENT VALUATION

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

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

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

The Master Fund is not able to obtain complete underlying investment holding details on each of the Investment Funds 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 June 30, 2016.

 

31


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2016

(Unaudited)

 

Investments held by the Master Fund are valued as follows:

 

   

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

 

   

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

 

   

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

(e) FOREIGN CURRENCY

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

 

32


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2016

(Unaudited)

 

(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 June 30, 2016, 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. 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; 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 may serve as withholding agent for its offshore feeder funds.

 

33


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2016

(Unaudited)

 

For the current open tax year and the tax year ended December 31, 2015, and for all major jurisdictions, management of the Master Fund has evaluated the tax positions taken or expected to be taken in the course of preparing the Master Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained by the Master Fund upon challenge by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold and that would result in a tax benefit or expense to the Master Fund would be recorded as a tax benefit or expense in the current period. For the six months ended June 30, 2016, 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) 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 below:

 

   

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

 

   

Level 2—investments with other significant observable inputs

 

   

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

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

The Master Fund establishes valuation processes and procedures to ensure that the valuation techniques for investments categorized within Level 3 of the fair value hierarchy are fair, consistent, and appropriate. The Adviser is responsible for developing the Master Fund’s written valuation processes and procedures, conducting periodic reviews of the valuation policies, and evaluating the overall fairness and consistent application of the

 

34


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2016

(Unaudited)

 

valuation policies. The Board Valuation Committee has authorized the Adviser to oversee the implementation of the Board approved valuation procedures by the Administrator. The Adviser Valuation Committee is comprised of various Master Fund personnel, which include members from the Master Fund’s portfolio management and operations groups. The Adviser Valuation Committee meets monthly or as needed, to determine the valuations of the Master Fund’s Level 3 investments. The valuations are supported by methodologies employed by the Investment Funds’ market data, industry accepted third party valuation models, or other methods the Adviser Valuation Committee deems to be appropriate, including the use of internal proprietary valuation models. As of June 30, 2016, the Master Fund does not hold any investments that have to be included in the Level 3 fair value hierarchy.

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

Certain Investment Funds in which the Master Fund invests have limitations on liquidity which may result in limitations on redemptions including, but not limited to, early redemption fees. Other than Investment Funds that are self-liquidating, such as Private Equity and some Energy, Natural Resources and Real Estate Funds, the Investment Funds in which the Master Fund invests have withdrawal rights ranging from monthly to annually, after a notice period, usually for a period of up to two years from the date of the initial investment or an additional investment. A listing of the investments held by the Master Fund and their attributes as of June 30, 2016, 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.   $ 144,838      $21,137   up to

10

years

  N/A   N/A   0-15 years
Event-Driven(b)   Strategies designed to profit from changes in the prices of securities of companies facing a major corporate event.     63,044      N/A   N/A   Quarterly   45-90   0-5 years; up to 2.5% early withdrawal fee; possible 25% investor level gate; illiquid side pocket capital
Global Macro and Trading(c)   Investments across global markets and security types seeking to profit from macroeconomic opportunities. Strategies can be discretionary or systematic. Includes Commodity Trading Advisers.     27      N/A   N/A   Quarterly   30-90  

0-5 years;

up to 6% early redemption fee; possible hard lock within first 12 months; illiquid side pocket capital

 

35


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2016

(Unaudited)

 

Investment Category   Investment
Strategy
 

Fair

Value (in

000s)

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

Notice

Period

(in Days)*

  Redemption
Restrictions
and Terms*
Private Equity(d)   Investments in nonpublic companies.   $ 519,334        $72,291       

 

 

up to

10

years

  

  

  

  N/A   N/A   0-10 years
Real Estate(e)   Investments in REITs, private partnerships, and various real estate related mortgage securities.     93,442        22,235       

 
 

up to

10
years

  

  
  

  N/A   N/A   0-10 years
Relative Value(f)   Strategies seeking to profit from inefficiencies existing within capital structures, within markets, and across markets.     28,474        N/A        N/A      Quarterly   30-120   0-5 years;
up to 7%
early redemption
fee; possible 5%
fund level gate;
illiquid side pocket
capital
    $ 849,159      $ 115,663           
   

 

 

   

 

 

         

 

*

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

 

36


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2016

(Unaudited)

 

(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.

(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 June 30, 2016 the Master Fund held investments in Investment Funds and securities. The agreements related to investments in Investment Funds provide for compensation to the Investment Funds’ managers/general partners or advisers in the form of management fees of up to 2.0% annually of monthly average net assets. In addition, many Investment Funds also provide for performance incentive fees/ allocations of up to 20% of an Investment Fund’s net profits, although it is possible that such ranges may be exceeded for certain investment managers. These management fees and incentive fees are in addition to the management fees charged by the Master Fund.

For the six months ended June 30, 2016, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were $17,815,394 and $56,736,520, respectively.

 

37


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2016

(Unaudited)

 

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

The underlying investments generally do not provide the Master Fund with tax reporting information until well after year end, and as a result, the Master Fund is unable to calculate the year end tax cost of its investments until such time. The Master Fund’s book cost as of June 30, 2016, was $849,730,629, resulting in accumulated net unrealized depreciation of $571,501 consisting of $194,781,141 in gross unrealized appreciation and $195,352,642 in gross unrealized depreciation.

(b) AFFILIATED INVESTMENT FUNDS

At June 30, 2016, the Master Fund’s investments in certain Investment Funds were deemed to be investments in affiliated issuers under the 1940 Act, primarily because the Master Fund owns 5% or more of the Investment Funds’ total net assets. A listing of these affiliated Investment Funds (including activity during the six months ended June 30, 2016) is shown below:

 

Investment Funds

  Shares
12/31/2015
    Shares
6/30/2016
    Beginning
Fair Value
12/31/2015
    Cost of
Purchases
    Cost of
Sales*
    Realized
Gain (Loss)
on
Investments
    Change in
Unrealized
Appreciation/
Depreciation
    Ending
Fair Value
6/30/2016
    Interest/
Dividend
Income
 

BDCM Partners I, L.P.

      $ 19,217,724      $ —        $ —        $ —        $ (1,424,300   $ 17,793,424      $ —     

CCM Small Cap Value Qualified Fund, L.P.

        331,307        —          —          —          (25,112     306,195        —     

Credit Distressed Blue Line Fund, L.P

        11,778,713        —          —          —          (1,061,145     10,717,568        —     

CX Partners Fund Ltd

        29,630,190        166,173        —          (2,297,728     (703,770     26,794,865        27,612   

Dace Ventures I, L.P.

        1,102,813        21,070        (3,522     (397     (99,200     1,020,764        —     

EnCap Energy Infrastructure TE Feeder, L.P.

        2,564,049        —          —          —          (161,349     2,402,700        —     

Florida Real Estate Value Fund, L.P.

        4,821,321        —          (674,177     —          (960,432     3,186,712        1,025,666   

Fortelus Special Situations Fund LP

        3,041,847        —          —          —          (19,017     3,022,830        —     

Garrison Opportunity Fund LLC

        9,320,237        31,020        (31,020     (773,489     (3,205,124     5,341,624        264,108   

GTIS Brazil Real Estate Fund (Brazilian Real) LP

        11,028,692        —          —          —          1,546,024        12,574,716        —     

Harbinger Capital Partners Fund I, L.P.

        22,590,602        —          —          —          2,246,986        24,837,588        —     

Harbinger Class LS Holdings (U.S.) Trust

    3,225        3,225        3,100,657        —          —          —          (1,872,406     1,228,251        —     

HealthCor Partners Fund, L.P.

        7,800,095        84,768        —          —          (1,469,445     6,415,418        —     

Hillcrest Fund, L.P.

        7,464,271        188,640        (3,054,025     (1,422,045     908,241        4,085,082        —     

LC Fund IV, L.P.

        22,285,659        152,176        (398,670     (467,294     (93,881     21,477,990        216,786   

Middle East North Africa Opportunities Fund, L.P.

    3,969        3,969        361,769        —          —          —          (53,316     308,453        —     

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

        18,672,633        39,270        —          —          (1,504,561     17,207,342        210,013   

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

        14,949,328        —          —          —          (793,061     14,156,267        —     

Pennybacker II, LP

        3,473,638        79,053        (791,109     (510,647     340,380        2,591,315        87,464   

Phoenix Real Estate Fund (T) L.P.

        —          —          —          —          19,673        19,673        —     

PIPE Equity Partners LLC

        4,474,749        —          —          —          (696,656     3,778,093        —     

PIPE Select Fund LLC

        14,306,501        —          (141,354     —          (130,130     14,035,017        —     

Private Equity Investment Fund IV, L.P.

        4,537,416        —          —          —          (1,461,155     3,076,261        —     

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

        38,234,588        —          —          —          (10,953,243     27,281,345        —     

Quantum Parallel Partners V, L.P.

        35,298,012        2,540,500        —          —          (4,632,882     33,205,630        —     

Quorum Fund Ltd

    8,762        8,762        375,589        —          —          —          (190,808     184,781        —     

 

38


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2016

(Unaudited)

 

Investment Funds

  Shares
12/31/2015
    Shares
6/30/2016
    Beginning
Fair Value
12/31/2015
    Cost of
Purchases
    Cost of
Sales*
    Realized
Gain (Loss)
on
Investments
    Change in
Unrealized
Appreciation/
Depreciation
    Ending
Fair Value
6/30/2016
    Interest/
Dividend
Income
 

Saints Capital VI, L.P.

      $ 6,678,948      $ 84,234      $ (601,666   $ —        $ 565,744      $ 6,727,260      $ —     

SBC Latin America Housing US Fund, LP

        9,093,736        75,201        (342,714     —          (202,315     8,623,908        —     

Tenaska Power Fund II-A, L.P.

        9,203,767        2,155,197        (8,985,848     (94,891     (595,686     1,682,539        —     

Trivest Fund IV, L.P.

        11,968,255        —          —          (5,376,495     4,295,217        10,886,977        48,647   

Trustbridge Partners III, L.P.

        36,043,435        58,393        (219,493     (2,409,801     231,501        33,704,035        —     

Tuckerbrook SB Global Distressed Fund I, L.P.

        3,488,413        —          (168,990     —          (51,052     3,268,371        —     

Westview Capital Partners II, L.P.

        12,678,050        335,746        (1,410,318     (923,210     4,894,097        15,574,365        —     
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      $ 379,917,004      $ 6,011,441      $ (16,822,906   $ (14,275,997   $ (17,312,183   $ 337,517,359      $ 1,880,296   

 

*

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 of the Master Fund. The Master Fund is charged, on an annual basis, 6 basis points on partners’ capital of up to $2 billion, 5 basis points on partners’ capital between the amounts of $2 billion and $5 billion, 2 basis points on partners’ capital between the amounts of $5 billion and $15 billion, and 1.25 basis points for amounts over $15 billion. The administration fee is payable monthly in arrears. The Administrator also provides the Master Fund with compliance, transfer agency, and other investor related services at an additional cost.

The administration fees are paid out of the Master Fund’s assets, which decreases the net profits or increases the net losses of the partners in the Master Fund. As of June 30, 2016, the Master Fund had $887,389,573 in partners’ capital. The total administration fees incurred for the six months ended June 30, 2016, was $290,382.

(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 0.70% on an annualized basis of the Master Fund’s partners’ capital at the end of each month, payable monthly in arrears, for the six quarters following March 31, 2014, and 0.40% on an annualized basis for periods thereafter until the period ending March 31, 2024, when the Adviser will no longer receive the Investment Management Fee.

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

 

39


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2016

(Unaudited)

 

that are credited to or debited against the capital accounts of its partners. For the six months ended June 30, 2016, $1,925,769 as incurred for Investment Management Fees.

(b) EXPENSE LIMITATION AGREEMENT

Through an expense limitation agreement (the “Expense Limitation Agreement”), the Adviser contractually agreed to limit total annualized expenses of the Master Fund, for the period April 1, 2014 through January 31, 2016, 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.

Under the Expense Limitation Agreement, 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 six months ended June 30, 2016, no such expense waiver has been incurred by the Master Fund.

(9) CREDIT FACILITY

The Master Fund entered into a line of credit agreement (the “Credit Agreement”) with Credit Suisse AG on July 17, 2014. The terms of the Credit Agreement provide a $50,000,000 credit facility. Borrowings under the Credit Agreement are secured by the Master Fund’s investments. The Credit Agreement provides for a commitment fee of 0.50% per annum plus interest accruing on any borrowed amounts at the three month London Interbank Offered Rate (LIBOR) plus a spread of 2.5% per annum during the commitment period and 3.00% per annum during the wind down period as defined in the Credit Agreement. There were no borrowings during the six months ended June 30, 2016. The Credit Agreement expires on July 18, 2016.

(10) FINANCIAL HIGHLIGHTS

 

    Six months ended
June 30, 2016
(Unaudited)
    Year Ended
December 31, 2015
    For the Period
March 31, 2014 Through
December 31, 20141
 

Net investment income (loss) to average partners’ capital2

    0.07%        0.58%        (1.04)%   

Expenses to average partners’ capital2,3

    0.79%        0.90%        2.11%   

Portfolio Turnover4

    1.97%        8.38%        5.28%   

Internal rate of return since inception5

    2.59%        5.05%        8.89%   

Total Return4,6

    (3.03)%        3.40%        6.17%   

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

  $ 887,390      $ 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 Endowment PMF Master Fund, L.P. commenced operations on March 31, 2014.

 

40


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2016

(Unaudited)

 

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. Expenses include U.S. offshore withholding tax, which is only allocable to investors investing through the offshore feeder funds.

4

Not annualized for periods less than twelve months.

5

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 June 30, 2016 (the residual value).

6

The total return of the Master Fund is calculated as geometrically linked monthly returns for each month in the period.

(11) SUBSEQUENT EVENTS

Management of the Master Fund has evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no adjustments were required to the financial statements as of June 30, 2016.

 

41


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Supplemental Information

June 30, 2016

(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, a fee of $850 for each informal Board meeting, a fee of $425 for each telephonic Board meeting, annual fees of $530, $530 and $700 for membership on the Audit, Valuation and Compliance Committees, respectively paid quarterly, annual fees of $2,550, $3,400 and $2,550 for the Audit, Valuation and Compliance Committee chair positions, respectively paid quarterly, and an annual fee of $4,250 to the Lead Independent Director, paid quarterly. There are currently four Independent Directors. In the interest of retaining Independent Directors of the highest quality, the Board intends to periodically review such compensation and may modify it as the Board deems appropriate.

Allocation of Investments

The following chart indicates the allocation of investments among the asset classes in the Master Fund as of June 30, 2016.

 

Asset Class1

   Fair Value      %  

Energy

   $ 144,838,080         17.1   

Event-Driven

     63,043,868         7.4   

Global Macro and Trading

     26,957         0.0   

Private Equity

     519,333,672         61.2   

Real Estate

     93,442,469         11.0   

Relative Value

     28,473,722         3.3   
  

 

 

    

 

 

 

Total Investments

   $ 849,158,768         100.0   
  

 

 

    

 

 

 

 

1

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

Form N-Q Filings

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

 

42


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2016

(Unaudited)

 

Proxy Voting Policies

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

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

Additional Information

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

Board Consideration of the Investment Management Agreement

At an in-person meeting of the Board held on January 27, 2016, the Board, including the Directors who are not “interested persons” as that term is defined in the Investment Company Act of 1940 (“Independent Directors”), considered and approved the continuation of the Investment Management Agreement between the Institutional 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 Institutional Fund’s investment programs, Institutional Fund’s and Adviser’s compliance programs, Adviser staffing and management changes, Institutional Fund performance including benchmarks and comparisons to other funds, Institutional 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 Fund’s partners to obtain high quality services at a cost that is appropriate, reasonable, and in the interests of investors. They stated that in light of the significant changes undertaken in dividing and refocusing the Funds 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

 

43


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2016

(Unaudited)

 

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 of the Funds. The Board evaluated the comparative information provided by the Adviser regarding the Fund’s investment performance, noting the largely irrelevant nature of other funds in comparison due to the Fund’s purpose and objective of successful and efficient liquidation. The Board also considered 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 positive performance was equivalent to market indices. The Board concluded that the Adviser was successful in seeking the Fund’s objective. On the basis of the Directors’ assessment, the Directors concluded that the Adviser was capable of producing returns that are appropriate in light of the Fund’s investment objective and strategies.

The cost of advisory service provided and the level of profitability. In analyzing the cost of services and profitability of the Adviser, the Board considered the revenues earned and expenses incurred by the Adviser. The Board took into account the personnel and service infrastructure that supports the Fund and its investors, and the costs thereof, and noted the nearly 43% decrease in the annualized advisory fee rate that took place during the period. 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 noted that the advisory fee decrease, and concluded that the management fees reflect the Fund’s complicated operations while unwinding. The Board noted in particular the hard expense limitation and its positive effect in light of the anticipated declining size of the Funds over time.

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 identifiable, meaningful 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 Fund in a professional manner that is consistent with the best interests of the Fund and its partners.

 

44


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2016

(Unaudited)

 

The Adviser’s Investment Committee Members

As of the date of the filing, the Investment Committee 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”). The members of the Investment Committee (each an “Investment Committee Member”) are: Messrs. Lee G. Partridge, William B. Hunt and William R. Guinn.

Mr. Partridge has served as an Investment Committee Member since January 15, 2013, and has served as Chief Investment Officer of Salient Partners, L.P. (“Salient”), which owns Salient Trust Co., LTA, a trust company chartered under the laws of the State of Texas, since January 15, 2013. Mr. Hunt has served as an Investment Committee Member since 2014 and as Chief Risk Officer of Salient since 2014. He previously held positions as a Senior Analyst and Portfolio Manager of Iridian Asset Management (from 1996-2011) and Professor at Southern Methodist University (from 1991-2000). Mr. Guinn has served as an Investment Committee Member since 2014 and Director of Salient since 2013. Previously, he held the position of Director of Strategic Partnerships and Opportunistic Investments at the Teacher Retirement System of Texas (2009-2013). Each member of the Investment Committee reviews asset allocation recommendations made by the Adviser’s representatives, manager due diligence and recommendations and, by a majority vote of the Investment Committee, determines asset allocation and manager selection.

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

Certain Investment Committee Members, who are primarily responsible for the day-to-day management of the Fund, also manage other registered investment companies, other pooled investment vehicles and other accounts, as indicated below. The following tables identify, as of December 31, 2015: (i) the number of other registered investment companies, other pooled investment vehicles and other accounts managed by the Investment Committee Member 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
 

Lee Partridge

           

Registered investment companies(1)

     12       $ 1.60 billion         0       $ —     

Other pooled investment companies(1)

     17       $ 1.07 billion         3       $ 287.52 million   

Other accounts

     371       $ 53.75 million         3       $ 53.75 million   

 

45


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2016

(Unaudited)

 

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 B. Hunt

           

Registered investment companies(1)

     12       $ 1.60 billion         0       $ —     

Other pooled investment companies(1)

     17       $ 1.07 billion         3       $ 287.52 million   

Other accounts

     371       $ 53.75 million         3       $ 53.75 million   

William R. Guinn

           

Registered investment companies(1)

     12       $ 1.60 billion         0       $ —     

Other pooled investment companies(1)

     17       $ 1.07 billion         3       $ 287.52 million   

Other accounts

     371       $ 53.75 million         3       $ 53.75 million   

 

(1)

For registered investment companies and pooled investment vehicles managed, the number of vehicles reported for master feeder structures includes both the master fund and feeder funds while the corresponding total assets reported reflect the assets of the master fund only.

Conflicts of Interest of the Adviser

From time to time, potential conflicts of interest may arise between an Investment Committee Member’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 Investment Committee Member’s day-to-day management of a Fund. Because of their positions with the Fund, the Investment Committee Members know the size, timing and possible market impact of the Fund’s trades. It is theoretically possible that the Investment Committee Members 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 Investment Committee Member’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 Investment Committee Member, 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. An Investment Committee Member 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 Investment Committee Member in that the Member 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.

 

46


THE ENDOWMENT PMF MASTER FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2016

(Unaudited)

 

Compensation to Investment Committee Members

Messrs. Partridge, Hunt and Guinn, as partners of Salient, indirectly own equity interests in the Adviser as well as in the general partner of another fund who is compensated directly on performance (based on an incentive allocation) and the size of the fund’s asset base. In addition, Messrs. Hunt and Guinn receive compensation based on objective and subjective performance assessments of their work, which may take into account the size of the Master Fund and the other funds within the Fund Complex and the management and servicing fees charged thereon, as well as other funds managed by Salient affiliates for which they have significant involvement. Mr. Partridge is the Chief Investment Officer of Salient and related affiliates and subsidiaries (collectively, the “Salient Group”), which pays him a base salary and bonus based on the performance of the Salient Group. These individuals are responsible for the investment processes and management of the Salient Group. Mr. Partridge believes that to the extent that they are successful in their investment endeavors, the greater the number of assets over time and the more significant their compensation and equity value will be from the Salient Group.

Securities Ownership of Investment Committee Members

The table below shows the dollar range of the interests of each Fund beneficially owned as of December 31, 2015 by each Investment Committee Member.

 

Investment Committee Member

  

Master Fund

    

PMF Fund

    

TEI Fund

 

Lee G. Partridge

     None         None         None   

William B. Hunt

     None         None         None   

William R. Guinn

     None         None         None   

 

 

47


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

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

 

48


Independent Directors

Jonathan P. Carroll

Richard C. Johnson

G. Edward Powell

Scott E. Schwinger

Interested Directors and Officers

John A. Blaisdell, Director and Principal Executive Officer

Christopher R. Arnold, Treasurer and Principal Financial Officer

Jeremy Radcliffe, Secretary

Paul A. Bachtold, Chief Compliance Officer

Jeff Keay, Director

Jeffrey Young, Director

Investment Adviser

Endowment Advisers, L.P.

Houston, TX

Fund Administrator and Transfer Agent

UMB Fund Services, Inc.

Milwaukee, WI

Custodian

Citibank, N.A.

New York, NY

Independent Registered Public Accounting Firm

KPMG LLP

Columbus, OH

Legal Counsel

K&L Gates LLP

Boston, MA


LOGO


Item 2. Code of Ethics.

Not applicable.

 

Item 3. Audit Committee Financial Expert.

Not applicable.

 

Item 4. Principal Accountant Fees and Services.

Not applicable.

 

Item 5. Audit Committee of Listed Registrants.

Not applicable.


Item 6. Investments.

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

(b) Not applicable.

 

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

Not applicable.

 

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

Not applicable.

 

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

Not applicable.

 

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

Not applicable.

 

Item 11. Controls and Procedures.

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

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

Item 12. Exhibits.

(a)(1) Not applicable.

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

(a)(3) Not applicable.

(a)(4) Not applicable.

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


SIGNATURES

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

 

(Registrant)   PMF TEI Fund, L.P.

 

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

 

John A. Blaisdell

  Principal Executive Officer

 

Date: 

  August 29, 2016

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

 

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

 

John A. Blaisdell

  Principal Executive Officer

 

Date: 

 

August 29, 2016

 

By (Signature and Title)   /s/ Christopher R. Arnold
 

 

Christopher R. Arnold

  Principal Financial Officer

 

Date: 

 

August 25, 2016