0000009346-12-000019.txt : 20120709 0000009346-12-000019.hdr.sgml : 20120709 20120709163900 ACCESSION NUMBER: 0000009346-12-000019 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20111231 FILED AS OF DATE: 20120709 DATE AS OF CHANGE: 20120709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALDWIN & LYONS INC CENTRAL INDEX KEY: 0000009346 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 350160330 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-05534 FILM NUMBER: 12953690 BUSINESS ADDRESS: STREET 1: 1099 N MERIDIAN ST STREET 2: STE 700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3176369800 MAIL ADDRESS: STREET 1: 1099 NORTH MERIDIAN ST STREET 2: STE 700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: BALDWIN H C AGENCY INC DATE OF NAME CHANGE: 19720309 10-K/A 1 form10k.htm form10k.htm


 
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-K/A

Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

                                                                                                                                       For the fiscal year ended                                                                                                                                                                                                                                                                           Commission file number 0-5534
                                                                                                                                           December 31, 2011
BALDWIN & LYONS, INC.
(Exact name of registrant as specified in its charter)

Indiana
(State or other jurisdiction of
Incorporation or organization
 
35-0160330
(I.R.S. Employer
Identification No.)
1099 North Meridian Street, Indianapolis, Indiana
(Address of principal executive offices)
46204
(Zip Code)

Registrant's telephone number, including area code:  (317) 636-9800
Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:

(Title of class)
Class A Common Stock, No Par Value
Class B Common Stock, No Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    
 
Yes ­___ No  ü
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 
Yes ­___ No  ü
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ­ ü    No ___
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K._____  ­    
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ____    Accelerated filer  ü     Non-accelerated filer ____
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ­___ No  ü
 
The aggregate market value of Class A and Class B Common Stock held by non-affiliates of the Registrant as of June 30, 2011, based on the closing trade prices on that date, was approximately $199,155,221.
 
The number of shares outstanding of each of the issuer's classes of common stock as of March 1, 2012:
Common Stock, No Par Value:                                                                Class A (voting)                                            2,623,109 shares
                                     Class B (nonvoting)                                    12,225,348 shares


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for Annual Meeting of Shareholders held on May 8, 2012 are incorporated by reference into Part III.

 
- 1 -

 


EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K (“Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2011, originally filed on March 14, 2012 (the “Original 10-K”), of Baldwin & Lyons, Inc. (the “Company” “we” and “our”).  We are filing this Amendment to amend Item 15 of the Original 10-K to include the separate financial statements of the New Vernon India Fund LP (“India Fund”) for its fiscal years ended December 31, 2011, 2010, and 2009, respectively, as new Exhibits 99.1, 99.2, and 99.3 in response to Regulation S-X Rule 3-09.  We are also including the separate but related financial statements of the NVH I LP for its six month periods ended December 31, 2011, 2010, and 2009, respectively and for its six month periods ended June 30, 2011, 2010, and 2009 as new Exhibits 99.4, 99.5, 99.6, 99.7, 99.8 and 99.9, respectively, which should be read in conjunction with the India Fund’s financial statements.  The financial statements of the India Fund and NVH I LP as of and for the periods ended December 31, 2011 were not available at the time that we filed the Original 10-K.
 
 
In connection with the filing of this Amendment, the currently dated certifications from our Chief Executive Officer and our Chief Financial Officer are attached as exhibits hereto.

Item 15 is the only portion of the Original 10-K being supplemented or amended by this Amendment.  Except as described above, this Amendment does not amend, update or change the financial statements of the Company or any other items or disclosures contained in the Original 10-K and does not otherwise reflect events occurring after the original filing date of the Original 10-K.  Accordingly, this Amendment should be read in connection with the Company's filings with the Securities and Exchange Commission subsequent to the filing of the Original 10-K.

 
- 2 -

 

PART IV


 Item 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Item 15 of the Original 10-K is amended by the addition of the following exhibits:

EXHIBIT INDEX



 
Exhibit
   
Number
 
Description
     
31.1
 
Certification by Chief Executive Officer and President Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
 
Certification by Executive Vice President and Chief Financial Officer Persuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1
 
Certification by Chief Executive Officer and President and by Executive Vice President and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, Adopted Persuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
99.1
 
New Vernon India Fund LP Financial Statements for the year ended December 31, 2011
     
99.2
 
New Vernon India Fund LP Financial Statements for the year ended December 31, 2010
     
99.3
 
New Vernon India Fund LP Financial Statements for the year ended December 31, 2009
     
99.4
 
NVH I LP Financial Statements for the six months ended December 31, 2011
     
99.5
 
NVH I LP Financial Statements for the six months ended December 31, 2010
     
99.6
 
NVH I LP Financial Statements for the six months ended December 31, 2009
     
99.7
 
NVH I LP Financial Statements for the six months ended June 30, 2011
     
99.8
 
NVH I LP Financial Statements for the six months ended June 30, 2010
     
99.9
 
NVH I LP Financial Statements for the six months ended June 30, 2009


 
 All other schedules to the consolidated financial statements required by Article 7 and Article 5 of Regulation S-X are not required under the related instructions or are inapplicable and therefore have been omitted.



 
- 3 -

 

 
SIGNATURES
 

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


BALDWIN & LYONS, INC.

July 9, 2012
By__/s/ Joseph J. DeVito_____________________________________
 
Joseph J. DeVito,
Director, Chief Executive Officer and President


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



July 9, 2012
By__/s/ Gary W. Miller_____________________________________
 
Gary W. Miller,
Director and Executive Chairman



July 9, 2012
By_/s/ G. Patrick Corydon______________________________________
 
G. Patrick Corydon,
Executive Vice President and CFO
(Principal Financial and Accounting Officer)



July 9, 2012
By__/s/ Joseph J. DeVito_____________________________________
 
Joseph J. DeVito,
Director, Chief Executive Officer and President



July 9, 2012
By__/s/ Stuart D. Bilton_____________________________________(*)
 
Stuart D. Bilton,
Director



July 9, 2012
By__/s/ Otto N. Frenzel IV_____________________________________(*)
 
Otto N. Frenzel IV,
Director



July 9, 2012
By__/s/ John M. O'Mara_____________________________________(*)
 
John M. O'Mara,
Director



 
- 4 -

 

SIGNATURES (CONTINUED)



July 9, 2012
By__/s/ Thomas H. Patrick_____________________________________(*)
 
Thomas H. Patrick,
Director



July 9, 2012
By__/s/ John Pigott_____________________________________(*)
 
John Pigott,
Director



July 9, 2012
By__/s/ Kenneth D. Sacks_____________________________________(*)
 
Kenneth D. Sacks,
Director



July 9, 2012
By__/s/ Nathan Shapiro_____________________________________(*)
 
Nathan Shapiro,
Director



July 9, 2012
By__/s/ Norton Shapiro_____________________________________(*)
 
Norton Shapiro,
Director



July 9, 2012
By__/s/ Robert Shapiro_____________________________________(*)
 
Robert Shapiro,
Director



July 9, 2012
By__/s/ Steven A. Shapiro_____________________________________(*)
 
Steven A. Shapiro,
Director



July 9, 2012
By__/s/ John D. Weil_____________________________________(*)
 
John D. Weil,
Director



(*) By Craig C. Morfas, Attorney-in-Fact




- 5 -


EX-31.1 2 exhibit311.htm exhibit311.htm



Exhibit 31.1

CERTIFICATION
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002


CERTIFICATION

 
I, Joseph J. DeVito, certify that:
 
1. I have reviewed this annual report on Form 10-K/A of Baldwin & Lyons, Inc.;
 
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
 
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
 
 
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles;
 
 
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
 
 
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
 
 
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
 
- 6 -

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

Date: July 9, 2012



/s/ Joseph J. DeVito
Joseph J. DeVito
Chief Executive Officer and President


 
 
 
 
 
 

- 7 -
 


EX-31.2 3 exhibit312.htm exhibit312.htm



Exhibit 31.2

CERTIFICATION
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

 
CERTIFICATION
 
I, G. Patrick Corydon, certify that:
 
1. I have reviewed this annual report on Form 10-K/A of Baldwin & Lyons, Inc.;
 
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
 
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
 
 
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles;
 
 
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
 
 
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
 
 
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
 
- 8 -

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

 
Date: July 9, 2012
 

 

 
/s/ G. Patrick Corydon
G. Patrick Corydon
Executive Vice President and Chief Financial Officer


 
 
 
 
 
- 9 -

 


EX-32.1 4 exhibit32.htm exhibit32.htm



Exhibit 32.1


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Baldwin & Lyons, Inc. (the "Company") on Form 10-K/A for the annual period ending December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Joseph J. DeVito, Chief Executive Officer and President of the Company, and G. Patrick Corydon, Executive Vice President and Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Jospeh J. DeVito
Joseph J. DeVito
Chief Executive Officer and President
July 9, 2012




/s/ G. Patrick Corydon
G. Patrick Corydon
Executive Vice President and Chief Financial Officer
July 9, 2012






 
 
 
 
 
 
 
 
- 10 -

 


EX-99.3 OTHER FIN ST 5 exhibit991.htm 12/31/11 - NEW VERNON INDIA FUND LP exhibit991.htm


 

 
New Vernon India Fund LP
(a Delaware limited partnership)
Financial Statements
For the year ended December 31, 2011

 
 

 
New Vernon India Fund LP
(a Delaware limited partnership)
Index
December 31, 2011
 


Page(s)
 
Report of Independent Auditors 1
 
Financial Statements
 
Statement of Assets, Liabilities and Partners’ Capital 2
 
Statement of Operations 3
 
Statement of Changes in Partners’ Capital 4
 
Statement of Cash Flows 5
 
Notes to Financial Statements 6–11
 

 
 

 


 
Report of Independent Auditors
 
To the Partners of New Vernon India Fund LP
 
(a Delaware limited partnership)
 
In our opinion, the accompanying statement of assets, liabilities and partners’ capital, and the related statements of operations, of changes in partners’ capital and of cash flows present fairly, in all material respects, the financial position of New Vernon India Fund LP at December 31, 2011, and the results of its operations, the changes in its partners’ capital and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the General Partner.  Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit of these financial statements in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the General Partner, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.
 



/s/ PricewaterhouseCoopers LLP
 
 
March 30, 2012




 


 
- 1 -

 



New Vernon India Fund LP
     
  (a Delaware limited partnership)
     
 Statement of Assets, Liabilities and Partners' Capital
     
 December 31, 2011
     
       
 (in U.S. dollars)
     
       
       
 Assets
     
 Investment in NVH I LP, at fair value
  $ 579,567,833  
 Withdrawals receivable from NVH I LP
    53,607,865  
 Total assets
  $ 633,175,698  
         
 Liabilities and Partners' Capital
       
 Liabilities
       
 Capital withdrawals payable
  $ 53,607,865  
 Total liabilities
    53,607,865  
         
         
 Commitments and Contingencies (Note 7)
       
         
 Partners' Capital
       
 General partner
    66,590,367  
 Limited partners
    512,977,466  
 Total partners' capital
    579,567,833  
 Total liabilities and partners' capital
  $ 633,175,698  

 

The accompanying notes are an integral part of these consolidated financial statements.

 
- 2 -

 


New Vernon India Fund LP
 
(a Delaware limited partnership)
 
Statement of Operations
 
For the Year ended December 31, 2011
 
       
(in U.S. dollars)
     
       
Investment income (loss)
     
Net investment income (loss) allocated from NVH I LP
     
Dividends
  $ 6,812,226  
Interest
    10,238  
Management fees
    (9,664,274 )
Professional fees and other expenses
    (1,540,631 )
Net investment loss allocated from NVH I LP
    (4,382,441 )
         
Partnership expenses
       
Management fees
    5,712,718  
Total Partnership expenses
    5,712,718  
Net investment loss
    (10,095,159 )
         
Realized and unrealized gain (loss) on investments allocated from NVH I LP
       
Net realized gain (loss) on
       
Investments in securities
    (20,159,712 )
Investments in securities sold short
    (389,895 )
Derivative transactions (including equity access products and futures contracts)
    (11,670,025 )
Foreign currency transactions (including forward foreign currency contracts)
    (123,359 )
Net realized loss
    (32,342,991 )
         
Net change in unrealized appreciation (depreciation) on
       
Investments in securities
    (216,060,313 )
Investments in securities sold short
    287,290  
Derivative transactions (including equity access products and futures contracts)
    (8,366,015 )
Foreign currency transactions (including forward foreign currency contracts)
    262,925  
Net change in unrealized depreciation
    (223,876,113 )
Net realized loss and change in unrealized depreciation on investments
       
allocated from NVH I LP
    (256,219,104 )
Net decrease in partners' capital resulting from operations
  $ (266,314,263 )



 

The accompanying notes are an integral part of these consolidated financial statements.

 
- 3 -

 


 
New Vernon India Fund LP
 
(a Delaware limited partnership)
 
Statement of Changes in Partners' Capital
 
For the Year ended December 31, 2011
 
                   
(in U.S. dollars)
                 
                   
   
General Partner
   
Limited Partners
   
Total
 
Partners' capital, December 31, 2010
  $ 102,599,117     $ 792,608,124     $ 895,207,241  
Capital contributions
    5,000,000       14,300,000       19,300,000  
Capital withdrawals
    (6,533,198 )     (62,091,947 )     (68,625,145 )
Pro-rata allocation of net decrease in partners'
                       
capital resulting from operations
    (32,845,096 )     (233,469,167 )     (266,314,263 )
Change in incentive allocation accrued
    (1,630,456 )     1,630,456       -  
Partners' capital, December 31, 2011
  $ 66,590,367     $ 512,977,466     $ 579,567,833  
 


 
The accompanying notes are an integral part of these consolidated financial statements.


 
- 4 -

 


New Vernon India Fund LP
 
(a Delaware limited partnership)
 
Statement of Cash Flows
 
For the Year ended December 31, 2011
 
       
(in U.S.dollars)
     
       
Cash flows from operating activities
     
Net decrease in partners' capital resulting from operations
  $ (266,314,263 )
Adjustments to reconcile net decrease in partners' capital resulting from operations to net
       
cash provided by operating activities:
       
Contributions for investment in NVH I LP
    (19,300,000 )
Withdrawals of investment in NVH I LP
    83,080,658  
Management fees paid by NVH I LP on behalf of New Vernon India Fund LP
    5,712,718  
Allocation from NVH I LP
       
Net investment loss
    4,382,441  
Net realized and unrealized loss
    256,219,104  
Net cash provided by operating activities
    63,780,658  
         
Cash flows from financing activities
       
Capital contributions, net of change in capital contributions received in advance
    13,300,000  
Capital withdrawals, net of change in capital withdrawals payable
    (83,080,658 )
Net cash used by financing activities
    (69,780,658 )
Net decrease in cash and cash equivalents
    (6,000,000 )
         
Cash and cash equivalents
       
Beginning of year
    6,000,000  
End of year
  $ -  
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 

 
- 5 -

 

New Vernon India Fund LP
(a Delaware limited partnership)
Notes to Financial Statements
December 31, 2011

 
 
1.Organization
 
New Vernon India Fund LP (the “Partnership”), is a Delaware limited partnership which commenced operations on October 12, 2004.  The Partnership is governed by its Fourth Amended and Restated Limited Partnership Agreement dated December 15, 2011 (the “Partnership Agreement”).  The Partnership’s stated primary investment objective is to seek to earn a risk-adjusted return primarily through investments in a selection of Indian companies and other assets through the master/feeder structure described below.
 
The Partnership invests substantially all of its assets through a “master fund/feeder fund” structure.  The Partnership invests the capital it receives in NVH I LP (the “Master Fund”), a Cayman Islands exempted limited partnership.  The Master Fund has the same stated investment objectives as the Partnership.  The Master Fund’s stated investment objectives and structure are detailed in Note 1 of the Master Fund’s notes to its financial statements (the “Master Fund’s Notes”).  The value of the Partnership’s investment in the Master Fund is included in the statement of assets, liabilities and partners’ capital and reflects the Partnership’s proportionate interest in the total partners’ capital of the Master Fund (57.98% at December 31, 2011).  The performance of the Partnership is directly affected by the performance of the Master Fund and the allocation of net investment income/loss and net realized and unrealized gains/losses from the Master Fund is reflected in the statement of operations.  The consolidated financial statements of the Master Fund for the periods ended December 31, 2011 and June 30, 2011, including their consolidated condensed schedules of investments, are attached to this report and should be read in conjunction with the Partnership’s financial statements.
 
The investment manager of the Partnership and the Master Fund is New Vernon Advisers LP (the “Investment Manager”), a Delaware limited liability partnership.  The Investment Manager is responsible for the investment decisions of the Master Fund and also assists the General Partner with certain administrative functions.  The General Partner of the Partnership and the Master Fund is New Vernon Management LLC, a Delaware limited liability company.
 
 
2.Summary of Significant Accounting Policies
 
The following is a summary of the significant accounting policies followed by the Partnership in the preparation of its financial statements.  The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements.  In particular, estimates are made relating to the fair value of the Partnership's investment in the Master Fund.  Actual results could differ from those estimates and such differences could be material to the Partnership's financial statements.

Investment Transactions
Investment and contractual transactions are recorded on a trade/contract date basis.  Realized gains and losses on security transactions are determined on the specific identification cost basis.
 
Investment Valuation
The Partnership records its investment in the Master Fund at fair value, which is represented by the Partnership’s proportionate interest in the partners’ capital of the Master Fund.
 
Valuation of the investments of the Master Fund, including disclosures relating to the authoritative guidance on fair value measurements and disclosures is discussed in Note 2 of the Master Fund's Notes.  At December 31, 2011 the Master Fund held level 3 fair valued investments of $328,407,593 which represented 32.85% of its total partners' capital.  Although the General Partner (in consultation with the Investment Manager and receipt of third party prepared appraisals) uses its best judgment in estimating the fair value of investments, there are inherent limitations in any estimation technique.  The fair value estimates are not necessarily the amount that the Master Fund could realize in a current transaction.  Future confirming events will also affect the estimates of fair value and the effect of such events on the estimates of fair value, including the ultimate liquidation of investments, could be material to the Partnership’s financial statements.
 
 
- 6 -

 

New Vernon India Fund LP
(a Delaware limited partnership)
Notes to Financial Statements
December 31, 2011

Income and Expense/Incentive Allocation Recognition
The Partnership records its proportionate share of the Master Fund’s investment income, expenses, and realized and unrealized gains and losses.  The Master Fund’s policy with respect to income and expense recognition and allocation of net profits and net losses are discussed in Note 2 of the Master Fund’s Notes.
 
During the year ended December 31, 2011, all expenses were recorded by the Master Fund and allocated to the Partnership based on its proportionate share of the Master Fund, except for direct management fees charged by the Partnership.
 
The incentive allocation and any change in incentive allocation associated with unrealized appreciation or depreciation on the Master Fund's Designated Investments are recorded on the accrual basis.
 
Foreign Currency Translation
The books and records of the Partnership are maintained in U.S. Dollars.  The foreign currency translation policy of the Master Fund is discussed in Note 2 of the Master Fund’s Notes.
 
Income Taxes
As a partnership, the Partnership itself is not subject to U.S. Federal, State and Local income taxes; each Partner is individually liable for income taxes, if any, on its share of the Partnership’s net taxable income.  Interest, dividends and other income realized by the Partnership from non-U.S. sources and capital gains realized on the sale of securities of non-U.S. issuers may be subject to withholding and other taxes levied by the jurisdiction in which the income is sourced.
 
The Partnership files U.S. Federal income tax returns as well as in various states. With few exceptions, the Partnership is no longer subject to income tax examinations by tax authorities for years before 2007.  There are currently no examinations being conducted of the Partnership by the Internal Revenue Service or any other taxing authority.
 
The Partnership follows the authoritative guidance for uncertainty in income taxes which requires the General Partner to determine whether a tax position of the Partnership is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation by the applicable taxing authority, based on the technical merits of the position.  The tax benefits to be recognized are measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement which could result in the Partnership recording a tax liability that would reduce partners’ capital.  The Partnership did not have any unrecognized tax benefits resulting from tax positions related to either the year ended December 31, 2011 or prior years.  The General Partner does not expect any change in unrecognized tax benefits within the next year.
 
The Master Fund’s tax policy, including discussion of the India/Mauritius tax treaty and tax treatment in Singapore, is discussed in the Master Fund’s Notes.  There are no interest and penalties related to uncertain tax positions recognized in the statement of operations.

Capital Contributions and Withdrawals
Contributions are recognized when received.  Withdrawals are recognized as liabilities when amounts requested in the withdrawal notice become fixed, which generally occurs on the last day of a fiscal period.  As a result, withdrawals paid after the end of the year, but based upon year-end partners’ capital values, are reflected as capital withdrawals payable at the end of the year.  Withdrawal notices received for which the dollar is not fixed remain in capital until the partners’ capital value used to determine the withdrawals amounts are determined.
 
 
 
- 7 -

 

New Vernon India Fund LP
(a Delaware limited partnership)
Notes to Financial Statements
December 31, 2011
 
 
3.Related Party Transactions
 
 
Management Fee
 
The Partnership pays the Investment Manager, in the aggregate (including management fees paid by the Master Fund on the Limited Partner’s behalf), a quarterly management fee, prior to the expiration of the three year lock-up provision discussed in Note 4, of 0.5% (2% annually) of each Limited Partner’s quarter end capital account balance and 0.5% (2% annually) of each Limited Partner’s quarter end unfunded capital commitments.  After the expiration of the “lock-up” period, the management fee will be a quarterly amount equal to 0.5% (2% annually) of each Limited Partner’s capital account balance.  Management fees are only charged on the cost basis or written down value of Designated Investments, whichever is lower.  If additional contributions are made to the Partnership during the quarter, the fee will be prorated and charged at the time of such contribution.
 
Total management fees incurred directly by the Partnership were $5,712,718.  In addition, management fees allocated to the Partnership from the Master Fund were $9,664,274.  Master Fund level management fees are discussed in Note 5 of the Master Fund's Notes.
 
 
Incentive Allocation
 
The General Partner is entitled to an annual incentive allocation from the Partnership.  The incentive allocation is charged at the end of the year and is 20% of the net increase in partners’ capital resulting from operations (before the incentive allocation) except that any net gains attributable to Designated Investments are not subject to the incentive allocation until realized.  The General Partner accrues an incentive allocation of 20% of the net unrealized appreciation of Designated Investments.  If a partner withdraws capital before the end of the fiscal year, an incentive allocation will be charged based on any interim period increase in partners’ capital resulting from operations.  The incentive allocation charged is subject to a “high water mark” as fully described in the Partnership Agreement.  The incentive allocation is only charged at the Partnership level and not at the Master Fund level.  For the year ended December 31, 2011, the change in incentive allocation accrued is $(1,630,456), and the cumulative incentive allocation accrued at December 31, 2011 is $36,363.  Because of the inherent uncertainty of the valuation of the Designated Investments, the accrued incentive allocation may not necessarily represent amounts that will be ultimately allocated to the General Partner.
 
 
4.Partners’ Capital Accounts
 
Partnership Interests
Limited partnership interests may be purchased on the first business day of each quarter or at such other times as determined by the General Partner in its sole discretion.  The General Partner may “close” the Partnership by refusing to issue any interests, without notice to the Limited Partners and may, in its sole discretion, reopen the Partnership as of any date.
 
Capital Commitments and Contributions
Each subscriber for Partnership interests must make a capital commitment equal to a minimum of $3 million at the time of subscription, subject to the General Partner’s right to accept lesser amounts.  Upon the expiration of the “lock-up” period (described below), each Limited Partner may notify the General Partner, upon ninety days’ prior notice, that it no longer desires to participate in future capital calls or wishes to only participate to a smaller degree.

The Limited Partners make capital contributions in respect of their capital commitments as needed to fund investments and to pay Master Fund and Partnership expenses.  At December 31, 2011, the Partnership has total capital commitments of $669,793,100 which were fully funded.
 
 
- 8 -

 

New Vernon India Fund LP
(a Delaware limited partnership)
Notes to Financial Statements
December 31, 2011
 
Withdrawals
The Limited Partners are subject to a “lock-up” period, whereby they may not withdraw any portion of their interest in the Partnership unless such portion has been invested with the Partnership for a period of not less than 36 months from the initial contribution.  Following the “lock-up” period, a Limited Partner may, upon written request (and subject to the limitations related to Designated Investments), withdraw all or a portion of its interest as of the last business day of each calendar year.  A Limited Partner may not withdraw any interest assigned to a Designated Investment until that investment is sold or liquidated.  At December 31, 2011, Limited Partners’ capital amounting to approximately $298,000,000 is eligible for withdrawal, of which approximately $57,000,000 consists of individual members of the General Partner or entities controlled by such individuals.  Requests for withdrawals must be received by the General Partner at least 90 days prior to the effective withdrawal date.  The next eligible date Limited Partners’ capital will be available for withdrawal is December 31, 2012.
 
Capital withdrawals payable in the statement of assets, liabilities and partners’ capital represent capital withdrawals effective December 31, 2011.
 
Under extraordinary circumstances, as determined by the General Partner, the Partnership may delay payment to the Limited Partner requesting withdrawal, in which event payment for withdrawal will be made to the Limited Partner as soon thereafter as it is practicable.
 
Distributions
Partnership profits will be automatically reinvested.  Distributions, if any, may be made to the Limited Partners at the sole discretion of the General Partner.
 
Allocation of Net Profits and Net Losses
Net investment income (losses) and net realized and unrealized gains (losses) on investments are allocated to each Limited Partner in accordance with the Partnership Agreement pro-rata based on their respective capital account balances subject to the incentive allocation by the General Partner.  As discussed in Note 3, because of the inherent uncertainty of the valuation of the Designated Investments, the accrued incentive allocation may not necessarily represent amounts that will be ultimately be allocated to the General Partner.
 
 
5.Administrator
 
The Partnership entered into an administration agreement with Citi Hedge Fund Services North America, Inc. (the “Administrator”).  Subject to the General Partner’s supervision, the Administrator has sole responsibility for the administration of the Partnership’s affairs, except with respect to the investment advisory responsibilities performed by the General Partner and custodial activities which are performed by the Master Fund’s prime brokers.  These administrative responsibilities include, among other things, maintaining the Partnership’s books and records and handling capital transactions.  The cost of these administrative services is borne by the Master Fund and the Partnership bears a portion through its direct interest in the Master Fund.
 
 
- 9 -

 

New Vernon India Fund LP
(a Delaware limited partnership)
Notes to Financial Statements
December 31, 2011
 
 
6.Risks
 
At December 31, 2011, the Partnership’s assets were invested in the Master Fund and as such, the Partnership is highly concentrated in, and directly and materially affected by the performance and actions of the Master Fund.
 
Off-balance sheet, market, credit and liquidity risks are discussed in the Master Fund’s financial statements.
 
Due to the nature of the “master fund/feeder fund” structure, the Partnership may be materially affected by the actions of other entities investing in the Master Fund as well as the Partnership’s individual investors.  As discussed in the Master Fund’s Notes, there are two other entities directly invested in the Master Fund at December 31, 2011, one of which has two Limited Partners as additional feeder funds with indirect interests in the partners’ capital of the Master Fund.
 
As discussed in Note 1, the Investment Manager provides investment management services to the Master Fund and the Partnership.  The Partnership could be materially affected by the actions and liquidity of the Investment Manager.
 
Restrictions on limited partners withdrawals are discussed in Note 4.  Off-balance sheet, market and credit risks of the Master Fund’s investments are discussed in the Master Fund’s Notes.
 
 
7.Commitments and Contingencies
 
In the normal course of business, the Partnership enters into contracts that contain a variety of representations and warranties and which provide general indemnifications.  The Partnership’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred.  The General Partner expects the risks of loss to be remote.
 
Unfunded commitments of the Master Fund are described in the Master Fund’s Notes.
 
 
8.Financial Highlights
 
The following financial highlights are for the year ended December 31, 2011.  Such results are not predictive of future performance.
 
Total return before incentive allocation(1)
    (29.36 )%
Incentive allocation(3)
    0.21 %
Total return after incentive allocation
    (29.15 )%
Supplemental data
       
Ratio of total expenses to weighted average Limited Partners’ capital(2)
    2.14 %
Incentive allocation(3)
    (0.23 )%
Ratio of total expenses and incentive allocation to weighted average Limited Partners’ capital(2)
    1.91 %
         
Ratio of net investment loss to weighted average Limited Partners’ capital(2) (4)
    (1.28 )%

 
(1) Total return is calculated for the limited partners taken as a whole.  Total return is calculated based on the change in partners’ capital (adjusted for the effects of any capital contributions or withdrawals) for the current period only and, therefore does not reflect the history-to-date of the return of the Master Fund.  An individual limited partner’s return may vary from these returns based on such factors as the timing of capital transactions, participation in Designated Investments and Feeder Fund level income and expenses and incentive allocation.
 
 
(2)These ratios reflect income and expenses inclusive of the Partnership’s share of income and expenses allocated from the Master Fund.  These ratios are calculated based on average limited partners’ capital.
 
(3)Comprised of and change in accrued incentive allocation.
 
(4)The net investment loss ratio does not include the effect of the incentive allocation.
 
 
- 10 -

 

New Vernon India Fund LP
(a Delaware limited partnership)
Notes to Financial Statements
December 31, 2011

 
 
9.Subsequent Events
 
The Partnership has performed an evaluation of subsequent events through March 30, 2012, which is the date the financial statements were available to be issued, and there were no subsequent events to disclose.
 

- 11 -


EX-99.3 OTHER FIN ST 6 exhibit992.htm 12/31/10 - NEW VERNON INDIA FUND LP exhibit992.htm




New Vernon India Fund LP
(a Delaware limited partnership)
Financial Statements
For the year ended December 31, 2010

 
 

 
New Vernon India Fund LP
(a Delaware limited partnership)
Index
December 31, 2010
 


Page(s)
 
Report of Independent Auditors 1
 
Financial Statements
 
Statement of Assets, Liabilities and Partners’ Capital 2
 
Statement of Operations 3
 
Statement of Changes in Partners’ Capital 4
 
Statement of Cash Flows 5
 
Notes to Financial Statements 6–11
 
 
 

 


 
Report of Independent Auditors
 
To the Partners of New Vernon India Fund LP
 
(a Delaware limited partnership)
 
In our opinion, the accompanying statement of assets, liabilities and partners’ capital, and the related statements of operations, of changes in partners’ capital and of cash flows present fairly, in all material respects, the financial position of New Vernon India Fund LP at December 31, 2010, and the results of its operations, the changes in its partners’ capital and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the General Partner.  Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit of these financial statements in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the General Partner, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.
 



/s/ PricewaterhouseCoopers LLP
 
 
 
March 30, 2011





 
- 1 -

 



New Vernon India Fund LP
     
(a Delaware limited partnership)
     
Statement of Assets, Liabilities and Partners' Capital
     
 December 31, 2010
     
       
 (in U.S. dollars)
     
       
       
 Assets
     
 Investments in NVH I LP, at fair value
  $ 895,207,241  
 Withdrawals receivable from NVH I LP
    68,063,378  
 Cash and cash equivalents
    6,000,000  
 Total assets
  $ 969,270,619  
         
 Liabilities and Partners' Capital
       
 Liabilities
       
 Capital withdrawals payable
  $ 68,063,378  
 Capital contribution received in advance
    6,000,000  
 Total liablities
    74,063,378  
         
         
 Commitments and Contingencies (Note 7)
       
         
 Partners' Capital
       
 General partner
    102,599,117  
 Limited partners
    792,608,124  
 Total partners' capital
    895,207,241  
 Total liabilities and partners' capital
  $ 969,270,619  


 The accompanying notes are an integral part of these consolidated financial statements.

 
- 2 -

 


New Vernon India Fund LP
 
(a Delaware limited partnership)
 
Statement of Operations
 
For the Year ended December 31, 2010
 
       
(in U.S. dollars)
     
       
Investment income (loss)
     
Net investment income (loss) allocated from NVH I LP
     
Dividends
  $ 8,016,834  
Interest
    30,200  
Management fees
    (14,805,708 )
Professional fees and other expenses
    (1,583,362 )
Net investment loss allocated from NVH I LP
    (8,342,036 )
         
Partnership expenses
       
Management fees
    1,835,330  
Total Partnership expenses
    1,835,330  
Net investment loss
    (10,177,366 )
         
Realized and unrealized gain (loss) on investments allocated from NVH I LP
       
Net realized gain (loss) on
       
Investments in securities
    142,317,810  
Investments in securities sold short
    (324,040 )
Derivative transactions (including equity access products and futures contracts)
    (10,020,674 )
Foreign currency transactions (including forward foreign currency contracts)
    (3,999,670 )
Net realized gain
    127,973,426  
         
Net change in unrealized appreciation (depreciation) on
       
Investments in securities
    (22,664,371 )
Investments in securities sold short
    (197,857 )
Derivative transactions (including equity access products and futures contracts)
    1,003,858  
Foreign currency transactions (including forward foreign currency contracts)
    2,341,261  
Net change in unrealized depreciation
    (19,517,109 )
Net realized and unrealized gain on investments allocated from NVH I LP
    108,456,317  
Net increase in partners' capital resulting from operations
  $ 98,278,951  


  The accompanying notes are an integral part of these consolidated financial statements.

 
- 3 -

 


New Vernon India Fund LP
 
(a Delaware limited partnership)
 
Statement of Changes in Partners' Capital
 
For the Year ended December 31, 2010
 
                   
(in U.S. dollars)
                 
                   
   
General Partner
   
Limited Partners
   
Total
 
Partners' capital, December 31, 2009
  $ 91,409,603     $ 752,223,821     $ 843,633,424  
Capital contributions
    -       23,985,000       23,985,000  
Capital withdrawals
    (1,607,000 )     (69,083,134 )     (70,690,134 )
Pro-rata allocation of net increase in partners'
                       
capital resulting from operations
    11,264,375       87,014,576       98,278,951  
Incentive allocation charged
    1,124,457       (1,124,457 )     -  
Change in incentive allocation accrued
    407,682       (407,682 )     -  
Partners' capital, December 31, 2010
  $ 102,599,117     $ 792,608,124     $ 895,207,241  

 
 The accompanying notes are an integral part of these consolidated financial statements.


 
- 4 -

 


New Vernon India Fund LP
 
(a Delaware limited partnership)
 
Statement of Cash Flows
 
For the Year ended December 31, 2010
 
       
(in U.S.dollars)
     
       
Cash flows from operating activities
     
Net increase in partners' capital resulting from operations
  $ 98,278,951  
Adjustments to reconcile net increase in partners' capital resulting from operations to net
       
cash provided by operating activities:
       
Contributions for investment in NVH I LP
    (23,985,000 )
Withdrawals of investment in NVH I LP
    73,515,732  
Management fees paid by NVH I LP on behalf of New Vernon India Fund LP
    1,835,330  
Allocation from NVH I LP
       
Net investment loss
    8,342,036  
Net realized and unrealized gain
    (108,456,317 )
Net cash provided by operating activities
    49,530,732  
         
Cash flows from financing activities
       
Capital contributions, net of change in capital contributions received in advance
    29,485,000  
Capital withdrawals, net of change in capital withdrawals payable
    (73,515,732 )
Net cash used by financing activities
    (44,030,732 )
Net increase in cash and cash equivalents
    5,500,000  
         
Cash and cash equivalents
       
Beginning of year
    500,000  
End of year
  $ 6,000,000  
 

  The accompanying notes are an integral part of these consolidated financial statements.

 
- 5 -

 

New Vernon India Fund LP
(a Delaware limited partnership)
Notes to Financial Statements
December 31, 2010

 
1.Organization
 
New Vernon India Fund LP (the “Partnership”), was formed as a Delaware limited partnership on July 30, 2004 and commenced operations on October 12, 2004.  The Partnership is governed by its Second Amended and Restated Limited Partnership Agreement (the “Partnership Agreement”) dated May 18, 2010.  The Partnership’s stated primary investment objective is to seek to earn a risk-adjusted return primarily through investments in a selection of Indian companies and other assets through the master/feeder structure described below.
 
The Partnership invests substantially all of its assets through a “master fund/feeder fund” structure.  The Partnership invests the capital it receives in NVH I LP (the “Master Fund”), a Cayman Islands exempted limited partnership.  The Master Fund has the same stated investment objectives as the Partnership.  The Master Fund’s stated investment objectives and structure are detailed in Note 1 of the Master Fund’s notes to its financial statements (the “Master Fund’s Notes”).  The value of the Partnership’s investment in the Master Fund is included in the statement of assets, liabilities and partners’ capital and reflects the Partnership’s proportionate interest in the total partners’ capital of the Master Fund (53.28% at December 31, 2010).  The performance of the Partnership is directly affected by the performance of the Master Fund and the allocation of net investment income/loss and net realized and unrealized gains/losses from the Master Fund is reflected in the statement of operations.  The consolidated financial statements of the Master Fund for the periods ended December 31, 2010 and June 30, 2010, including their consolidated condensed schedules of investments, are attached to this report and should be read in conjunction with the Partnership’s financial statements.
 
The investment manager of the Partnership and the Master Fund is New Vernon Advisers LP, a Delaware limited liability partnership (the “Investment Manager”).  The Investment Manager is responsible for the investment decisions of the Master Fund and also assists the General Partner with certain administrative functions.  The General Partner of the Partnership and the Master Fund is New Vernon Management LLC, a Delaware limited liability company.
 
 
2.Summary of Significant Accounting Policies
 
The following is a summary of the significant accounting policies followed by the Partnership in the preparation of its financial statements.  The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements.  In particular, estimates are made relating to the fair value of the Partnership's investment in the Master Fund.  Actual results could differ from those estimates and such differences could be material to the Partnership's financial statements.

Investment Transactions
Investment and contractual transactions are recorded on a trade/contract date basis.  Realized gains and losses on security transactions are determined on the specific identification cost basis.
 
Investment Valuation
The Partnership records its investment in the Master Fund at fair value, which is represented by the Partnership’s proportionate interest in the partners’ capital of the Master Fund.
 
Valuation of the investments of the Master Fund, including disclosures relating to the authoritative guidance on fair value measurements and disclosures is discussed in Note 2 of the Master Fund's Notes.  At December 31, 2010 the Master Fund held fair valued investments of $389,177,344 which represented 23.16% of its total partners' capital.  Although the General Partner (in consultation with the Investment Manager and receipt of third party prepared appraisals) uses its best judgment in estimating the fair value of investments, there are inherent limitations in any estimation technique.  The fair value estimates are not necessarily the amount that the Master Fund could realize in a current transaction.  Future confirming events will also affect the estimates of fair value and the effect of such events on the estimates of fair value, including the ultimate liquidation of investments, could be material to the Partnership’s financial statements.

 
- 6 -

 
New Vernon India Fund LP
(a Delaware limited partnership)
Notes to Financial Statements
December 31, 2010
 
Income and Expense/Incentive Allocation Recognition
The Partnership records its proportionate share of the Master Fund’s investment income, expenses, and realized and unrealized gains and losses.  The Master Fund’s policy with respect to income and expense recognition and allocation of net profits and net losses are discussed in Note 2 of the Master Fund’s Notes.
 
During the year ended December 31, 2010, all expenses were recorded by the Master Fund and allocated to the Partnership based on its proportionate share of the Master Fund, except for direct management fees charged by the Partnership.
 
The incentive allocation and any change in incentive allocation associated with unrealized appreciation or depreciation on the Master Fund's Designated Investments are recorded on the accrual basis.
 
Foreign Currency Translation
The books and records of the Partnership are maintained in U.S. Dollars.  The foreign currency translation policy of the Master Fund is discussed in Note 2 of the Master Fund’s Notes.
 
Income Taxes
As a partnership, the Partnership itself is not subject to U.S. Federal income taxes; each Partner is individually liable for income taxes, if any, on its share of the Partnership’s net taxable income.  Interest, dividends and other income realized by the Partnership from non-U.S. sources and capital gains realized on the sale of securities of non-U.S. issuers may be subject to withholding and other taxes levied by the jurisdiction in which the income is sourced.
 
The Partnership files U.S. Federal income tax returns as well as in various states. With few exceptions, the Partnership is no longer subject to income tax examinations by tax authorities for years before 2007.  There are currently no examinations being conducted of the Partnership by the Internal Revenue Service or any other taxing authority.
 
The Partnership follows the authoritative guidance for uncertainty in income taxes which requires the General Partner to determine whether a tax position of the Partnership is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation by the applicable taxing authority, based on the technical merits of the position.  The tax benefits to be recognized are measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement which could result in the Partnership recording a tax liability that would reduce partners’ capital.  The Partnership did not have any unrecognized tax benefits resulting from tax positions related to either the year ended December 31, 2010 or prior years.  The General Partner does not expect any change in unrecognized tax benefits within the next year.
 
The Master Fund’s tax policy, including discussion of the India/Mauritius tax treaty, is discussed in the Master Fund’s Notes.
 

 
- 7 -

 

New Vernon India Fund LP
(a Delaware limited partnership)
Notes to Financial Statements
December 31, 2010

 
Capital Contributions and Withdrawals
Contributions are recognized when received.  Withdrawals are recognized as liabilities when amounts requested in the withdrawal notice become fixed, which generally occurs on the last day of a fiscal period.  As a result, withdrawals paid after the end of the year, but based upon year-end partners’ capital values, are reflected as capital withdrawals payable at the end of the year.  Withdrawal notices received for which the dollar is not fixed remain in capital until the partners’ capital value used to determine the withdrawals amounts are determined.
 
 
3.Related Party Transactions
 
 
Management Fee
 
The Partnership pays the Investment Manager, in the aggregate (including management fees paid by the Master Fund on the Limited Partner’s behalf), a quarterly management fee, prior to the expiration of the three year lock-up provision discussed in Note 4, of 0.5% (2% annually) of each Limited Partner’s quarter end capital account balance and 0.5% (2% annually) of each Limited Partner’s quarter end unfunded capital commitments.  After the expiration of the “lock-up” period, the management fee will be a quarterly amount equal to 0.5% (2% annually) of each Limited Partner’s capital account balance.  Management fees are only charged on the cost basis or written down value of Designated Investments, whichever is lower.  If additional contributions are made to the Partnership during the quarter, the fee will be prorated and charged at the time of such contribution.
 
Total management fees incurred directly by the Partnership were $1,835,330.  In addition, management fees allocated to the Partnership from the Master Fund were $14,805,708.  Master Fund level management fees are discussed in Note 4 of the Master Fund's Notes.
 
 
Incentive Allocation
 
The General Partner is entitled to an annual incentive allocation from the Partnership.  The incentive allocation is calculated at the end of the year and is 20% of the net increase in partners’ capital resulting from operations (before the incentive allocation) except that any net gains attributable to Designated Investments are not subject to the incentive allocation until realized.  The General Partner accrues an incentive allocation of 20% of the net unrealized appreciation of Designated Investments.  If a partner withdraws capital before the end of the fiscal year, an incentive allocation will be calculated based on any interim period increase in partners’ capital resulting from operations.  The incentive allocation charged is subject to a “high water mark” as fully described in the Partnership Agreement.  The incentive allocation is only charged at the Partnership level and not at the Master Fund level.  For the year ended December 31, 2010, the incentive allocation charged and change in incentive allocation accrued is $1,124,457 and $407,682, respectively, and the cumulative incentive allocation accrued is $1,666,819.  Because of the inherent uncertainty of the valuation of the Designated Investments, the accrued incentive allocation may not necessarily represent amounts that will be ultimately allocated to the General Partner.
 
 
4.Partners’ Capital Accounts
 
Partnership Interests
Limited partnership interests may be purchased on the first business day of each quarter or at such other times as determined by the General Partner in its sole discretion.  The General Partner may “close” the Partnership by refusing to issue any interests, without notice to the Limited Partners and may, in its sole discretion, reopen the Partnership as of any date.
 

 
- 8 -

 

New Vernon India Fund LP
(a Delaware limited partnership)
Notes to Financial Statements
December 31, 2010

 
Capital Commitments and Contributions
Each subscriber for Partnership interests must make a capital commitment equal to a minimum of $3 million at the time of subscription, subject to the General Partner’s right to accept lesser amounts.  Upon the expiration of the “lock-up” period (described below), each Limited Partner may notify the General Partner, upon ninety days’ prior notice, that it no longer desires to participate in future capital calls or wishes to only participate to a smaller degree.
 
The Limited Partner makes capital contributions in respect of its capital commitments as needed to fund investments and to pay Master Fund and Partnership expenses.  At December 31, 2010, the Partnership has total capital commitments of $650,493,100 which were fully funded.
 
Withdrawals
The Limited Partners are subject to a “lock-up” period, whereby they may not withdraw any portion of their interest in the Partnership unless such portion has been invested with the Partnership for a period of not less than 36 months from the initial contribution.  Following the “lock-up” period, a Limited Partner may, upon written request (and subject to the limitations related to Designated Investments), withdraw all or a portion of its interest as of the last business day of each calendar year.  A Limited Partner may not withdraw any interest assigned to a Designated Investment until that investment is sold or liquidated.  At December 31, 2010, Limited Partners’ capital amounting to approximately $497,000,000 is eligible for withdrawal, of which approximately $85,000,000 consists of individual members of the General Partner or entities controlled by such individuals.  Requests for withdrawals must be received by the General Partner at least 90 days prior to the effective withdrawal date.  The next eligible date Limited Partners’ capital will be available for withdrawal is December 31, 2011.
 
Capital withdrawals payable in the statement of assets, liabilities and partners’ capital represent capital withdrawals effective December 31, 2010.
 
Under extraordinary circumstances, as determined by the General Partner, the Partnership may delay payment to the Limited Partner requesting withdrawal, in which event payment for withdrawal will be made to the Limited Partner as soon thereafter as it is practicable.
 
Distributions
Partnership profits will be automatically reinvested.  Distributions, if any, may be made to the Limited Partners at the sole discretion of the General Partner.
 
Allocation of Net Profits and Net Losses
Net investment income (losses) and net realized and unrealized gains (losses) on investments are allocated to each Limited Partner in accordance with the Partnership Agreement pro rata based on their respective capital account balances subject to the incentive allocation by the General Partner.  As discussed in Note 3, because of the inherent uncertainty of the valuation of the Designated Investments, the accrued incentive allocation may not necessarily represent amounts that will be ultimately be allocated to the General Partner.
 
 
5.Administrator
 
The Partnership entered into an administration agreement with Citi Hedge Fund Services North America, Inc. (the “Administrator”).  Subject to the General Partner’s supervision, the Administrator has sole responsibility for the administration of the Partnership’s affairs, except with respect to the investment advisory responsibilities performed by the General Partner and custodial activities which are performed by the Master Fund’s prime brokers.  These administrative responsibilities include, among other things, maintaining the Partnership’s books and records and handling capital transactions.  The cost of these administrative services is borne by the Master Fund and the Partnership bears a portion through its direct interest in the Master Fund.
 

 
- 9 -

 

New Vernon India Fund LP
(a Delaware limited partnership)
Notes to Financial Statements
December 31, 2010

6. Risks
Due to the nature of the “master fund/feeder fund” structure, the Partnership may be materially affected by the actions of other entities investing in the Master Fund as well as the Partnership’s individual investors.  As discussed in the Master Fund’s Notes, there are two other entities invested in the Master Fund at December 31, 2010.
 
As discussed in Note 1, the Investment Manager provides investment management services to the Master Fund and the Partnership.  The Partnership could be materially affected by the actions and liquidity of the Investment Manager.
 
Restrictions on limited partners withdrawals are discussed in Note 4.  Off-balance sheet, market and credit risks of the Master Fund’s investments are discussed in the Master Fund’s Notes.
 
 
7.Commitments and Contingencies
 
In the normal course of business, the Partnership enters into contracts that contain a variety of representations and warranties and which provide general indemnifications.  The Partnership’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred.  The General Partner expects the risks of loss to be remote.
 
Unfunded commitments of the Master Fund are described in the Master Fund’s Notes.
 
 
8.Financial Highlights
 
The following financial highlights are for the year ended December 31, 2010.  Such results are not predictive of future performance.
 
Total return before incentive allocation(1)
    11.29 %
Incentive allocation(3)
    (0.20 )%
Total return after incentive allocation
    11.09 %
Supplemental data
       
Ratio of total expenses to weighted average Limited Partners’ capital(2)
    2.05 %
Incentive allocation(3)
    0.19 %
Ratio of total expenses and incentive allocation to weighted average Limited Partners’ capital(2)
    2.24 %
         
Ratio of net investment loss to weighted average Limited Partners’ capital(2) (4)
    (1.15 )%

 
(1) Total return is calculated for the limited partners taken as a whole.  Total return is calculated based on the change in partners’ capital (adjusted for the effects of any capital contributions or withdrawals) for the current period only and, therefore does not reflect the history-to-date of the return of the Master Fund.  An individual limited partner’s return may vary from these returns based on such factors as the timing of capital transactions, participation in Designated Investments and Feeder Fund level income and expenses and incentive allocation.
 
 
(2)These ratios reflect income and expenses inclusive of the Partnership’s share of income and expenses allocated from the Master Fund.  These ratios are calculated based on average limited partners’ capital.
 
(3)Includes incentive allocation charged and change in accrued incentive allocation.
 
(4)The net investment loss ratio does not include the effect of the incentive allocation.
 
 
- 10 -

New Vernon India Fund LP
(a Delaware limited partnership)
Notes to Financial Statements
December 31, 2010
 
 
9.Subsequent Events
 
For the period January 1, 2011 through March 30, 2011, the Partnership received total capital contributions of $6,550,000.
 
The Partnership has performed an evaluation of subsequent events through March 30, 2011, which is the date the financial statements were available to be issued.
 

 
- 11 -


EX-99.3 OTHER FIN ST 7 exhibit993.htm 12/31/09 - NEW VERNON INDIA FUND LP exhibit993.htm



New Vernon India Fund LP
(a Delaware limited partnership)
Financial Statements
For the year ended December 31, 2009

 
 

 
New Vernon India Fund LP
(a Delaware limited partnership)
Index
December 31, 2009
 


Page(s)
 
Report of Independent Auditors 1
 
Financial Statements
 
Statement of Assets, Liabilities and Partners’ Capital 2
 
Statement of Operations 3
 
Statement of Changes in Partners’ Capital 4
 
Statement of Cash Flows 5
 
Notes to Financial Statements 6–11
 
 
 

 


 
Report of Independent Auditors
 
To the Partners of New Vernon India Fund LP
 
(a Delaware limited partnership)
 
In our opinion, the accompanying statement of assets, liabilities and partners’ capital, and the related statements of operations, of changes in partners’ capital and of cash flows present fairly, in all material respects, the financial position of New Vernon India Fund LP at December 31, 2009, and the results of its operations, the changes in its partners’ capital and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the General Partner.  Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit of these financial statements in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the General Partner, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.
 



/s/ PricewaterhouseCoopers LLP
 
 
 
March 26, 2010


 
- 1 -

 
New Vernon India Fund LP
(a Delaware limited partnership)
Statement of Assets, Liabilities and Partners’ Capital
December 31, 2009
 

(in U.S. dollars)
 


       
Assets
     
Investment in NVH I LP, at fair value
  $ 843,633,424  
Withdrawals receivable from NVH I LP
    70,888,976  
Cash and cash equivalents
    500,000  
                     Total assets
  $ 915,022,400  
         
Liabilities and Partners’ Capital
       
Liabilities
       
    Capital withdrawals payable
  $ 70,888,976  
    Capital contribution received in advance
    500,000  
                    Total liabilities
    71,388,976  
         
Commitments and Contingencies (Note 7)
       
         
Partners' Capital
       
General partner
    91,409,603  
Limited partners
    752 223,821  
Total partners' capital
    843,633,424  
    $ 915,022,400  

 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
- 2 -

 
New Vernon India Fund LP
(a Delaware limited partnership)
Statement of Operations
 
For the year ended December 31, 2009
 

(in U.S. dollars)
 

Investment income (loss)
     
Net investment income (loss) allocated from NVH I LP
     
Dividends
  $ 3,995,239  
Interest
    63,560  
Management fees
    (11,002,916 )
Professional fees and other expenses
    (1,619,266 )
Net investment loss allocated from NVH I LP
    (8,563,383 )
Partnership expenses
       
Management fees
    1,903,916  
                        Total Partnership expenses
    1,903,916  
                        Net investment loss
    (10,467,299 )
         
Realized and unrealized gain (loss) allocated from NVH I LP
       
Net realized gain (loss) on
       
Investments in securities
    (4,061,793 )
Investments in securities sold short
    (2,349,137 )
Derivative transactions (including equity access products and futures contracts)
    29,786,295  
Foreign currency transactions (including forward foreign currency contracts)
    (2,478,452 )
Net realized gain
    20,896,913  
         
Net change in unrealized appreciation (depreciation) on
       
Investments in securities
    316,544,500  
Investments in securities sold short
    179,689  
Derivative transactions (including equity access products and futures contracts)
    7,893,813  
Foreign currency transactions (including forward foreign currency contracts)
    (1,928,089 )
                        Net change in unrealized appreciation
    322,689,913  
Net realized and unrealized gain allocated from NVH I LP
    343,586,826  
Net increase in partners' capital resulting from operations
  $ 333,119,527  
         


The accompanying notes are an integral part of these consolidated financial statements.

 
- 3 -

 
New Vernon India Fund LP
(a Delaware limited partnership)
Statement of Changes in Partners’ Capital
 
For the year ended December 31, 2009
 

(in U.S. dollars)
 

   
General
   
Limited
       
   
Partner
   
Partners
   
Total
 
                   
Partners’ capital, December 31, 2008
  $ 52,882,762     $ 493,232,074     $ 546,114,836  
Capital contributions
    -       35,991,310       35,991,310  
Capital withdrawals
    (185,000 )     (71,407,249 )     (71,592,249 )
Pro-rata allocation of net increase in partners’
                       
capital resulting from operations
    36,896,640       296,222,887       333,119,527  
Incentive allocation charged
    556,064       (556,064 )     -  
Change in incentive allocation accrued
    1,259,137       (1,259,137 )     -  
Partners' capital, December 31, 2009
  $ 91,409,603     $ 752 223,821     $ 843,633,424  


The accompanying notes are an integral part of these consolidated financial statements.


 
- 4 -

 
New Vernon India Fund LP
(a Delaware limited partnership)
Statement of Cash Flows
For the year ended December 31, 2009
 

(in U.S. dollars)
 

Cash flows from operating activities
     
Net increase in partners’ capital resulting from operations
  $ 333,119,527  
Adjustments to reconcile net increase in partners’ capital resulting from operations to net
       
cash used by operating activities:
       
Contributions for investment in NVH I LP
    (36,391,310 )
Withdrawals of investment in NVH I LP
    32,910,030  
Management fees paid by NVH I LP on behalf of New Vernon India Fund LP
    1,903,916  
Allocation from NVH I LP
       
       Net investment loss
    8,563,383  
       Net change in unrealized appreciation on investments in securities and derivative transactions
    (324,438,313 )
       Net change in unrealized appreciation on investments in securities sold short
    (179,689 )
       Net change in unrealized depreciation on foreign currency transactions
    1,928,089  
       Net realized gain on investments in securities and derivatives transactions
    (25,724,502 )
       Net realized loss on investments in securities sold short
    2,349,137  
       Net realized loss on foreign currency transactions
    2,478,452  
Net cash used by operating activities
    (3,481,280 )
Cash flows from financing activities
       
Capital contributions, net of change in capital contributions received in advance
    36,491,310  
Capital withdrawals, net of change in capital withdrawals payable
    (32,910,030 )
Net cash provided by financing activities
    3,581,280  
Net increase in cash and cash equivalents
    100,000  
Cash and cash equivalents
       
Beginning of year
    400,000  
End of year
  $ 500,000  
 
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 5 -

 
New Vernon India Fund LP
(a Delaware limited partnership)
Notes to Financial Statements
December 31, 2009
 


 
1.Organization
 
New Vernon India Fund LP (the “Partnership”), was formed as a Delaware limited partnership on July 30, 2004 and commenced operations on October 12, 2004.  The Partnership is governed by its Amended and Restated Limited Partnership Agreement (the “Partnership Agreement”) dated February 1, 2005.  The Partnership’s primary investment objective is to seek to earn a superior risk-adjusted return primarily through investments in a selection of Indian companies and other assets through the master/feeder structure described below.
 
The Partnership invests substantially all of its assets through a “master fund/feeder fund” structure.  The Partnership invests the capital it receives in NVH I LP (the “Master Fund”), a Cayman Islands exempted limited partnership.  The Master Fund has the same investment objectives as the Partnership.  The Master Fund’s investment objectives and structure are detailed in Note 1 of the Master Fund’s notes to its financial statements (the “Master Fund’s Notes”).  The value of the Partnership’s investment in the Master Fund is included in the statement of assets, liabilities and partners’ capital and reflects the Partnership’s proportionate interest in the total partners’ capital of the Master Fund (49.91% at December 31, 2009).  The performance of the Partnership is directly affected by the performance of the Master Fund and the allocation of net investment income/loss and net realized and unrealized gains/losses from the Master Fund is reflected in the statement of operations.  The consolidated financial statements of the Master Fund for the periods ended December 31, 2009 and June 30, 2009, including their consolidated condensed schedules of investments, are attached to this report and should be read in conjunction with the Partnership’s financial statements.
 
The investment manager of the Partnership and the Master Fund is New Vernon Advisers LP, a Delaware limited liability partnership (the “Investment Manager”).  The Investment Manager is responsible for the investment decisions of the Master Fund and also assists the General Partner with certain administrative functions.  The General Partner of the Partnership and the Master Fund is New Vernon Management LLC, a Delaware limited liability company.
 
 
2.Summary of Significant Accounting Policies
 
The following is a summary of the significant accounting policies followed by the Master Fund in the preparation of its consolidated financial statements.  The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements.  In particular, estimates are made relating to the fair value of securities (including Private Investments) and derivatives.  Actual results could differ from those estimates and such differences could be material to the Master Fund's financial statements.

Investment Transactions
Investment and contractual transactions are recorded on a trade/contract date basis.  Realized gains and losses on security transactions are determined on the specified identification cost basis.
 
Investment Valuation
The Partnership records its investment in the Master Fund at fair value, which is represented by the Partnership’s proportionate interest in the partners’ capital of the Master Fund.
 
Valuation of the investments of the Master Fund, including disclosures relating to the authoritative guidance on fair value measurements and disclosures is discussed in Note 2 of the Master Fund's Notes.  At December 31, 2009 the Master Fund held fair valued investments (which are termed "Designated Investments") of $388,863,701 (which excludes Designated Investments of $60,371,166 valued at their last available public sale price) which represented 23.00% of its total partners' capital.  Although the General Partner (in consultation with the Investment Manager and receipt of third party prepared appraisals) uses its best judgment in estimating the fair value of investments, there are inherent limitations in any estimation technique.  The fair value estimates are not necessarily the amount that the Master Fund could realize in a current transaction.  Future confirming events will also affect the estimates of fair value and the effect of such events on the estimates of fair value, including the ultimate liquidation of investments, could be material to the Partnership’s financial statements.
 
 
- 6 -

 
New Vernon India Fund LP
(a Delaware limited partnership)
Notes to Financial Statements
December 31, 2009
 

 
 
Income and Expense/Incentive Allocation Recognition
The Partnership records its proportionate share of the Master Fund’s investment income, expenses, and realized and unrealized gains and losses.  The Master Fund’s policy with respect to income and expense recognition and allocation of net profits and net losses are discussed in Note 2 of the Master Fund’s Notes.
 
During the year ended December 31, 2009, all expenses were recorded by the Master Fund and allocated to the Partnership based on its proportionate share of the Master Fund, except for direct management fees charged by the Partnership.
 
Foreign Currency Translation
The books and records of the Partnership are maintained in U.S. Dollars.  The foreign currency translation policy of the Master Fund is discussed in Note 2 of the Master Fund’s Notes.
 
Income Taxes
As a partnership, the Partnership itself is not subject to U.S. Federal income taxes; each Partner is individually liable for income taxes, if any, on its share of the Partnership’s net taxable income.  Interest, dividends and other income realized by the Partnership from non-U.S. sources and capital gains realized on the sale of securities of non-U.S. issuers may be subject to withholding and other taxes levied by the jurisdiction in which the income is sourced.
 
The Partnership files U.S. Federal income tax returns as well as various states. With few exceptions, the Partnership is no longer subject to income tax examinations by tax authorities for years before 2006.  There are currently no examinations being conducted of the Partnership by the Internal Revenue Service or any other taxing authority.
 
The Partnership recognizes interest and penalties related to the underpayment of income taxes in operating expenses; however, during the year ended December 31, 2009, no such interest and penalties were incurred.
 
The General Partner believes that, under the provisions of the Internal Revenue Code, the Partnership will be treated for federal income tax purposes as a partnership and not as an association taxable as a corporation.  If, contrary to the General Partner’s belief, the Partnership becomes taxable as a corporation, the Partnership may incur a tax liability that has not been recorded.
 
The Partnership follows the authoritative guidance for uncertainty in income taxes which requires the General Partner to determine whether a tax position of the Partnership is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation by the applicable taxing authority, based on the technical merits of the position.  The tax benefits to be recognized are measured as the largest amount of benefit that is greater fifty percent likely of being realized upon ultimate settlement which could result in the Partnership recording a tax liability that would reduce partners’ capital.  The Partnership did not have any unrecognized tax
 

benefits resulting from tax positions related to either the year ended December 31, 2009 or prior years.  The General Partner does not expect any change in unrecognized tax benefits within the next year.
 
The Master Fund’s tax policy, including discussion of the India/Mauritius tax treaty, is discussed in the Master Fund’s Notes.
 
 
- 7 -

 
New Vernon India Fund LP
(a Delaware limited partnership)
Notes to Financial Statements
December 31, 2009
 

Capital Contributions and Withdrawals
Contributions are recognized when received.  Withdrawals are recognized as liabilities when amounts requested in the withdrawal notice become fixed, which generally occurs on the last day of a fiscal period.  As a result, withdrawals paid after the end of the year, but based upon year-end partners’ capital values, are reflected as capital withdrawals payable at the end of the year.  Withdrawal notices received for which the dollar is not fixed remain in capital until the partners’ capital value used to determine the withdrawals amounts are determined.
 
 
3.Related Party Transactions
 
 
Management Fee
 
The Partnership pays the Investment Manager, in the aggregate (including management fees paid by the Master Fund on the Limited Partner’s behalf), a quarterly management fee, prior to the expiration of the three year lock-up provision discussed in Note 4, of 0.5% (2% annually) of each Limited Partner’s quarter end capital account balance and 0.5% (2% annually) of each Limited Partner’s quarter end unfunded capital commitments.  After the expiration of the “lock-up” period, the management fee will be a quarterly amount equal to 0.5% (2% annually) of each Limited Partner’s capital account balance.  Management fees are only charged on the cost basis or written down value of Designated Investments, whichever is lower.  If additional contributions are made to the Partnership during the quarter, the fee will be prorated and charged at the time of such contribution.
 
Total management fees incurred directly by the Partnership were $1,903,916.  In addition, management fees allocated to the Partnership from the Master Fund were $11,002,916.  Master Fund level management fees are discussed in Note 4 of the Master Fund's Notes.
 
 
Incentive Allocation
 
The General Partner is entitled to an annual incentive allocation from the Partnership.  The incentive allocation is calculated at December 31, 2009 and is 20% of the net increase in partners’ capital resulting from operations (before the incentive allocation) except that any net gains attributable to Designated Investments are not subject to the incentive allocation until realized.  The General Partner accrues an incentive allocation of 20% of the net unrealized appreciation of Designated Investments.  If a partner withdraws capital before the end of the fiscal year an incentive allocation will be calculated based on any interim period increase in partners’ capital resulting from operations.  The incentive allocation charged is subject to a “high water mark” as fully described in the Partnership Agreement.  The incentive allocation is only charged at the Partnership level and not at the Master Fund level.  For the year ended December 31, 2009, the incentive allocation charged and incentive allocation accrued is $556,064 and $1,259,137, respectively, and the cumulative incentive allocation accrued is $1,259,137.  Because of the inherent uncertainty of the valuation of the Designated Investments, the accrued incentive allocation may not necessarily represent amounts that will be ultimately allocated to the General Partner.
 

 
- 8 -

 
New Vernon India Fund LP
(a Delaware limited partnership)
Notes to Financial Statements
December 31, 2009
 



 
4.Partners’ Capital Accounts
 
Partnership Interests
Limited partnership interests may be purchased on the first business day of each quarter or at such other times as determined by the General Partner in its sole discretion.  The General Partner may “close” the Partnership by refusing to issue any interests, without notice to the Limited Partners and may, in its sole discretion, reopen the Partnership as of any date.
 
Capital Commitments and Contributions
Each subscriber for Partnership interests must make a capital commitment equal to a minimum of $3 million at the time of subscription, subject to the General Partner’s right to accept lesser amounts.  Upon the expiration of the “lock-up” period (described below), each Limited Partner may notify the General Partner, upon ninety days’ prior notice, that it no longer desires to participate in future capital calls or wishes to only participate to a smaller degree.
 
The Limited Partner makes capital contributions in respect of its capital commitments as needed to fund investments and to pay Master Fund and Partnership expenses.  At December 31, 2009, the Partnership has total capital commitments of $627,008,100, of which $626,508,100 has been contributed to the Partnership.
 
Withdrawals
The Limited Partners are subject to a “lock-up” period, whereby they may not withdraw any portion of their interest in the Partnership unless such portion has been invested with the Partnership for a period of not less than 36 months from the initial contribution.  Following the “lock-up” period, a Limited Partner may, upon written request (and subject to the limitations related to Designated Investments), withdraw all or a portion of its interest as of the last business day of each calendar year.  A Limited Partner may not withdraw any interest assigned to a Designated Investment until that investment is sold or liquidated.  At December 31, 2009, Limited Partners’ capital amounting to approximately $392,000,000 is eligible for withdrawal, of which approximately $72,000,000 consists of individual members of the General Partner or entities controlled by such individuals.  Requests for withdrawals must be received by the General Partner at least 90 days prior to the effective withdrawal date.  The next eligible date Limited Partners’ capital will be available for withdrawal is December 31, 2010.
 
Capital withdrawals payable in the statement of assets, liabilities and partners’ capital represent capital withdrawals effective December 31, 2009.
 
Under extraordinary circumstances, as determined by the General Partner, the Partnership may delay payment to the Limited Partner requesting withdrawal, in which event payment for withdrawal will be made to the Limited Partner as soon thereafter as it is practicable.
 
Distributions
Partnership profits will be automatically reinvested.  Distributions, if any, may be made to the Limited Partners at the sole discretion of the General Partner.
 
Allocation of Net Profits and Net Losses
Net investment income (losses) and net realized and unrealized gains (losses) on investments are allocated to each Limited Partner in accordance with the Partnership Agreement pro rata based on their respective capital account balances subject to the incentive allocation by the General Partner.  As discussed in Note 3, because of the inherent uncertainty of the valuation of the Designated Investments, the accrued incentive allocation may not necessarily represent amounts that will be ultimately be allocated to the General Partner.
 
 
5.Administrator
 
The Partnership entered into an administration agreement with Citi Hedge Fund Services North America, Inc. (the “Administrator”).  Subject to the General Partner’s supervision, the Administrator has sole responsibility for the administration of the Partnership’s affairs, except with respect to the investment advisory responsibilities performed by the General Partner and custodial activities which are performed by the Master Fund’s prime brokers.  These administrative responsibilities include, among other things, maintaining the Partnership’s books and records and handling capital transactions.  The cost of these administrative services is borne by the Master Fund and the Partnership bears a portion through its direct interest in the Master Fund.
 
 
- 9 -

 
New Vernon India Fund LP
(a Delaware limited partnership)
Notes to Financial Statements
December 31, 2009
 

 
6.Risks
 
Due to the nature of the “master fund/feeder fund” structure, the Partnership may be materially affected by the actions of other entities investing in the Master Fund as well as the Partnership’s individual investors.  As discussed in the Master Fund’s Notes, there are two other entities invested in the Master Fund at December 31, 2009.
 
As discussed in Note 1, the Investment Manager provides investment management services to the Master Fund and the Partnership.  The Partnership could be materially affected by the actions and liquidity of the Investment Manager.
 
Restrictions on limited partners withdrawals are discussed in Note 4.  Off-balance sheet, market and credit risks of the Master Fund’s investments are discussed in the Master Fund’s Notes.
 
 
7.Commitments and Contingencies
 
In the normal course of business, the Partnership enters into contracts that contain a variety of representations and warranties and which provide general indemnifications.  The Partnership’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred.  The General Partner expects the risks of loss to be remote.
 
 
8.Financial Highlights
 
The following financial highlights are for the year ended December 31, 2009.  Such results are not predictive of future performance.
 
Total return before incentive allocation(1)
    59.28 %
Incentive allocation(3)
    (0.36 )%
Total return after incentive allocation
    58.92 %
Supplemental data
       
Ratio of total expenses to weighted average Limited Partners’ capital(2)
    2.10 %
Incentive allocation(3)
    0.29 %
Ratio of total expense and incentive allocation to weighted average Limited Partners’ capital(2)
    2.39 %
         
Ratio of net investment loss to weighted average Limited Partners’ capital(2) (4)
    (1.52 )%

 
(1) Total return is calculated for the limited partners taken as a whole.  Total return is calculated based on the change in partners’ capital (adjusted for the effects of any capital contributions or withdrawals) for the current period only and, therefore does not reflect the history-to-date of the return of the Master Fund.  An individual limited partner’s return may vary from these returns based on such factors as the timing of capital transactions, participation in Designated Investments and Feeder Fund level income and expenses and incentive allocation.
 
 
(2)These ratios reflect income and expenses inclusive of the Partnership’s share of income and expenses allocated from the Master Fund.  These ratios are calculated based on average limited partners’ capital.
 
(3)Includes incentive allocation charged and change in accrued incentive allocation.
 
(4)The net investment loss ratio does not include the effect of the incentive allocation.
 
 
- 10 -

 
New Vernon India Fund LP
(a Delaware limited partnership)
Notes to Financial Statements
December 31, 2009
 
 
9.Subsequent Events
 
For the period January 1, 2010 through March 26, 2010, the Partnership received total capital contributions of $4,750,000.
 
The Partnership has performed an evaluation of subsequent events through March 26, 2010, which is the date the financial statements were available to be issued.
 
 

- 11 -


EX-99.3 OTHER FIN ST 8 exhibit994.htm 7/1 - 12/31/11 NVH I LP exhibit994.htm




NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Financial Statements
For the period July 1, 2011
through December 31, 2011

 
 

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Index
December 31, 2011
 


Page(s)
 
Report of Independent Auditors 1
 
Consolidated Financial Statements
 
Consolidated Statement of Assets, Liabilities and Partners’ Capital 2
 
Consolidated Condensed Schedule of Investments 3–6
 
Consolidated Statement of Operations 7
 
Consolidated Statement of Changes in Partners’ Capital 8
 
Consolidated Statement of Cash Flows 9
 
Notes to Consolidated Financial Statements 10–23
 


 
 

 
 
 
 
Report of Independent Auditors
 
 
 
To the Partners of NVH I LP
(a Cayman Islands exempted limited partnership)

In our opinion, the accompanying consolidated statement of assets, liabilities and partners’ capital, including the consolidated condensed schedule of investments, and the related consolidated statements of operations, of changes in partners’ capital and of cash flows present fairly, in all material respects, the financial position of NVH I LP and its subsidiaries at December 31, 2011, and the results of their operations, the changes in their partners’ capital and their cash flows for the period July 1, 2011 through December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the General Partner.  Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit of these financial statements in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the General Partner, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.



 
/s/ PricewaterhouseCoopers LLP
 
 
 
March 30, 2012
 

 
 
- 1 -

 
 

NVH I LP
 
  (a Cayman Islands exempted limited partnership)
     
Consolidated Statement of Assets, Liabilities and Partners' Capital
 
 December 31, 2011
     
       
 (in U.S. dollars)
     
       
 Assets
     
 Investments in securities, at fair value (cost $808,453,252)
  $ 823,020,710  
 Cash and cash equivalents
    326,211,464  
 Foreign cash  (cost $23,000,606)
    21,968,294  
 Due from broker
    15,383,316  
 Receivable for investments sold
    5,225,813  
 Investment paid in advance
    4,152,773  
 Net unrealized appreciation on forward foreign currency contracts, at fair value
    2,580,373  
 Dividends receivable
    24,714  
 Total assets
  $ 1,198,567,457  
 Liabilities and Partners' Capital
       
 Liabilities
       
 Investment in securities sold short, at fair value  (proceeds $1,038,283)
  $ 576,797  
 Capital withdrawals payable
    197,404,064  
 Payable for investments purchased
    519,901  
 Accounts payable and accrued expenses
    342,056  
 Total liabilities
    198,842,818  
         
 Commitments and Contingencies (Note 10)
       
         
 Partners' Capital
       
 General partner
    1,000  
 Limited partners
    999,723,639  
 Total partners' capital
    999,724,639  
 Total liabilities and partners' capital
  $ 1,198,567,457  
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 2 -

 


NVH I LP
 
  (a Cayman Islands exempted limited partnership)
           
Consolidated Condensed Schedule of Investments
 
December 31, 2011
 
               
 (in U.S. dollars)
         
Fair Value as a
 
           
Percent of
 
     
Fair
   
Total Partners'
 
Description
   
Value
   
Capital
 
Investment in Securities
           
Listed Common Stocks
           
India
             
Financial Services
    $ 87,545,859       8.73 %
Automobiles
      63,748,252       6.38 %
Diversified
      52,156,401       5.22 %
Software
      50,787,236       5.08 %
Pharmaceuticals
      46,706,678       4.67 %
Consumer Products
    44,024,699       4.40 %
Energy
      20,705,660       2.07 %
Real Estate
      18,452,261       1.85 %
Telecom
      17,907,180       1.79 %
Logistics
      14,448,935       1.45 %
Materials
      9,107,948       0.91 %
Food, Beverage
      9,044,162       0.90 %
Infrastructure
      7,234,573       0.72 %
Chemicals, Agro
      3,591,143       0.36 %
Construction
      3,142,414       0.31 %
Auto Ancilliaries
      2,271,284       0.23 %
Others
      8,565,059       0.86 %
 
Total India listed common stocks (Cost $495,029,069)
    459,439,744       45.93 %
Indonesia
                 
Financial Services
      9,652,663       0.97 %
 
Total Indonesia listed common stocks (Cost $9,656,042)
    9,652,663       0.97 %
Brazil
                 
Food, Beverage
      4,840,860       0.48 %
 
Total Brazil listed common stocks
               
 
(Cost $4,417,858)
    4,840,860       0.48 %
Hong Kong
                 
Gaming
      3,175,312       0.32 %
 
Total Hong Kong listed common stocks (Cost $3,392,233)
    3,175,312       0.32 %
 
Total listed common stocks (Cost $512,495,202)
    477,108,579       47.70 %

 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 3 -

 


           Fair Value as a  
           Percent of  
     Fair      Total Partners'  
Options Purchased (a)
   Value      Capital  
India
             
Index
    $ 2,157,825       0.22 %
Currency
      171,346       0.02 %
 
Total India options purchased (Cost $3,088,847)
    2,329,171       0.24 %
United States of America
               
Emerging Market
      188,555       0.02 %
 
Total United States of America options purchased (Cost $574,435)
    188,555       0.02 %
 
Total options purchased (Cost $3,663,282)
    2,517,726       0.26 %
Debt Securities
                 
India
                 
Automobiles
      6,546,921       0.65 %
 
Total debt securities (Cost $6,534,375)
    6,546,921       0.65 %
Private Investments
               
India
                 
Non-Listed Common Stocks
               
Hotel
      25,351,781       2.54 %
Construction
      19,368,934       1.94 %
Commercial Services
    10,560,456       1.06 %
Financial Services
      8,743,886       0.87 %
Software
      3,157,462       0.32 %
Capital Goods
      3,077,280       0.31 %
 
Total India non-listed common stocks (Cost $75,484,624)
    70,259,799       7.04 %
Listed Common Stocks (carried at exchange price)
               
Automobiles
      6,535,570       0.65 %
Textile
      1,904,321       0.19 %
 
Total India listed common stocks (Cost $10,630,786)
    8,439,891       0.84 %
Real Estate
                 
Silver Holdings Mauritius Limited, Various Cities, India (626 shares)
    50,951,364       5.11 %
Khajrana Ganesh (Carton) Limited, Gurgaon, India (1,020 shares)
    50,107,035       5.01 %
NV Developers Private Limited, Thane, India
    36,661,206       3.67 %
NV Realty Private Limited, Pune, India
    35,931,202       3.59 %
Carwel Estates Limited, Chennai, India
    27,225,012       2.72 %
Other
      48,688,979       4.87 %
 
Total India real estate (Cost $190,817,629)
    249,564,798       24.97 %
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 4 -

 


           Fair Value as a  
           Percent of  
Private Investments, continued
  Fair      Total Partners'  
Investment Fund
                           Value               Capital  
India
             
Real Estate
    $ 5,217,730       0.52 %
 
Total India investment fund (Cost $5,357,750)
    5,217,730       0.52 %
Malaysia
                 
Diversified
      3,365,266       0.34 %
 
Total Malaysia investment fund (Cost $3,469,604)
    3,365,266       0.34 %
 
Total private investments (Cost $285,760,393)
    336,847,484       33.71 %
 
Total investments in securities (Cost $808,453,252)
  $ 823,020,710       82.32 %
                   
Investments in Securities Sold Short
               
Options Written (a)
               
India
                 
Index
    $ (519,792 )     (0.05 )%
 
Total India options written (Proceeds $726,954)
    (519,792 )     (0.05 )%
United States of America
               
Emerging Market
      (57,005 )     (0.01 )%
 
Total United States of America options written (Proceeds $311,329)
    (57,005 )     (0.01 )%
 
Total options written (Proceeds $1,038,283)
    (576,797 )     (0.06 )%
 
Total investment in securities sold short (Proceeds $1,038,283)
  $ (576,797 )     (0.06 )%

 
The accompanying notes are an integral part of these consolidated financial statements.
 

 
- 5 -

 


         Fair Value as a
         Percent of
         Total Partners'
Forward Foreign Currency Contracts ((0.26%) of partners' capital) (a)
    Fair     Capital
 
Amount in
        Value    
 
Indian
         
 Unrealized
 
Rupees
 
Description
 
 Maturities
 
 Appreciation
         
 1/6/2012-
   
 (16,558,753,200)
US Dollar sold in exchange for Indian Rupee
 
 12/19/2012
 
 $2,580,373
     
      Net unrealized appreciation on forward
       
     
      foreign currency contracts
     
 $2,580,373
               
Futures Contracts (a)
     
 Unrealized
 
Number of
 
Description
 
 Maturities
 
 Appreciation
 
Contracts
         
(Depreciation)
 
4
 
Various
 
Various
 
 $-
               
 
(a)
Derivative contracts may increase  or  decrease  the  Master  Fund's  economic  exposure  to  individual
   
issuers,   currencies, industry   or   market   developments   in   addition   to   the   amounts   shown   as
   
unrealized appreciation/depreciation.
       
               
               
         
Fair Value of Long
   
         
Positions as a
   
         
 Percent of
   
Industry Concentration of Investments in Securities
 
 Total Partners'
   
greater than 5% of Total Partners' Capital
 
 Capital
   
Real Estate
     
27.34%
   
Financial Services
   
10.57%
   
Automobiles
   
7.68%
   
Diversified
     
5.56%
   
Software
     
5.40%
   
               
Country Concentration of Investments in Securities
       
greater than 5% of Total Partners' Capital
       
India
       
80.21%
   

 
The accompanying notes are an integral part of these consolidated financial statements.


 
- 6 -

 

NVH I LP
 
(a Cayman Islands exempted limited partnership)
 
Consolidated Statement of Operations
 
 For the Period July 1, 2011 through December 31, 2011
     
       
(in U.S. dollars)
     
       
Investment income
     
Dividends (net of withholding taxes of $18,371)
  $ 5,642,768  
Interest
    7,566  
Total investment income
    5,650,334  
         
Expenses
       
Management fees
    7,326,527  
Professional fees
    1,075,098  
Other
    106,858  
Total expenses
    8,508,483  
Net investment loss
    (2,858,149 )
         
Realized and unrealized gain (loss) on investments
       
Net realized gain (loss) on
       
Investments in securities
    (64,724,321 )
Investments in securities sold short
    (668,958 )
Derivative transactions (including equity access products and futures contracts)
    (16,312,374 )
Foreign currency transactions (including forward foreign currency contracts)
    1,032,709  
Net realized loss
    (80,672,944 )
Net change in unrealized appreciation (depreciation) on
       
Investments in securities
    (266,145,838 )
Investments in securities sold short
    121,246  
Derivative transactions (including equity access products and futures contracts)
    (7,178,141 )
Foreign currency transactions (including forward foreign currency contracts)
    1,421,541  
Net change in unrealized depreciation
    (271,781,192 )
Net realized loss and change in unrealized depreciation on investments
    (352,454,136 )
Net decrease in partners' capital resulting from operations
  $ (355,312,285 )

 
The accompanying notes are an integral part of these consolidated financial statements.


 
- 7 -

 

NVH I LP
 
(a Cayman Islands exempted limited partnership)
 
Consolidated Statement of Changes in Partners' Capital
 
For the Period July 1, 2011 through December 31, 2011
       
                   
(in U.S. dollars)
                 
                   
   
General
   
Limited
       
   
Partner
   
Partners
   
Total
 
Partners' capital, July 1, 2011
  $ 1,000     $ 1,555,340,121     $ 1,555,341,121  
Capital contributions
    -       5,100,000       5,100,000  
Capital withdrawals
    -       (199,241,710 )     (199,241,710 )
Deemed distributions
    -       (6,162,487 )     (6,162,487 )
Pro-rata allocation of net decrease in partners'
                       
capital resulting from operations
    -       (355,312,285 )     (355,312,285 )
Partners' capital, December 31, 2011
  $ 1,000     $ 999,723,639     $ 999,724,639  

 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 8 -

 


NVH I LP
 
(a Cayman Islands exempted limited partnership)
 
Consolidated Statement of Cash Flows
 
 For the Period July 1, 2011 through December 31, 2011
     
       
(in U.S.dollars)
     
       
Cash flows from operating activities
     
Net decrease in partners' capital resulting from operations
  $ (355,312,285 )
Adjustments to reconcile net decrease in partners' capital resulting from operations to net
       
cash provided by operating activities:
       
Purchase of securities and equity access products
    (666,296,944 )
Payments to cover securities sold short
    (19,421,705 )
Proceeds from sales of securities and equity access products
    834,107,443  
Proceeds from securities sold short
    26,575,936  
Payments from closeouts of future contracts
    (7,912,197 )
Payments on forward foreign currency contracts
    1,032,709  
Change in operating assets:
       
Due from broker
    26,333,179  
Dividends receivable
    3,446,509  
Investment paid in advance
    (4,152,773 )
Increase in operating liabilities:
       
Accounts payable and accrued expenses
    (117,208 )
Net change in unrealized depreciation on investments in securities and derivative transactions
    273,323,979  
Net change in unrealized appreciation on investments in securities sold short
    (121,246 )
Net change in unrealized appreciation on foreign currency
       
 (including forward foreign currency contracts)
    (2,779,767 )
Net realized loss on investments in securities and derivative transactions
    81,036,695  
Net realized loss on investments in securities sold short
    668,958  
Net realized gain on foreign currency transactions (including forward foreign currency contracts)
    (1,032,709 )
Net cash provided by operating activities
    189,378,574  
Cash flows from financing activities
       
Capital contributions, net of change in capital contributions received in advance
    2,475,000  
Capital withdrawals, net of change in capital withdrawals payable
    (15,728,330 )
Deemed distributions
    (6,162,487 )
Net cash used by financing activities
    (19,415,817 )
Net increase in cash and cash equivalents
    169,962,757  
Cash and cash equivalents (including foreign cash)
       
Beginning of period
    178,217,001  
End of period
  $ 348,179,758  
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 9 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2011

 
1.Organization
 
NVH I LP (the “Master Fund”) is a Cayman Islands exempted limited partnership which commenced operations on November 8, 2004.  The Master Fund was governed by its agreement of limited partnership dated January 7, 2006 which was amended and restated on August 1, 2011 (the "Partnership Agreement").
 
The investment manager of the Master Fund is New Vernon Advisers LP (the “Investment Manager”), a Delaware limited liability partnership.  The Investment Manager is responsible for the investment decisions of the Master Fund and also assists with certain administrative functions.  The General Partner of the Master Fund is New Vernon Management LLC (the “General Partner”), a Delaware limited liability company.  The General Partner manages the business and affairs of the Master Fund and is affiliated with the Investment Manager.
 
The consolidated financial statements of the Master Fund represent the financial position and results of operations of the Master Fund, its wholly-owned Mauritian subsidiaries: New Vernon India Limited, New Vernon Private Equity Limited and New Vernon Mauritius (collectively, the “Mauritius Companies”) and its wholly-owned Singapore subsidiary, Marjoram Pte. Limited (“Marjoram”).
 
The Master Fund operates under a “master fund/feeder fund” structure where its limited partners invest substantially all of their assets in the Master Fund.  At December 31, 2011, New Vernon Holdings LP (“Holdings”), New Vernon India Fund LP and New Vernon India Fund II LP held interests in the partners’ capital of the Master Fund of 38.40%, 57.98% and 3.62%, respectively.  Holdings has two limited partners: New Vernon India (Cayman) Fund LP and New Vernon India (Cayman) Fund II LP, which own indirect interests in the partners’ capital of the Master Fund of 11.40% and 22.07%, respectively, at December 31, 2011.
 
New Vernon India (Cayman) Fund LP, New Vernon India (Cayman) Fund II LP, New Vernon India Fund LP and New Vernon India Fund II LP are collectively called the “Feeder Funds”.  The limited partners of the Feeder Funds are referred to as the “Limited Partners”.
 
Nature of Investments
The Master Fund’s stated primary investment objective is to seek to earn a risk-adjusted return primarily through investments in a selection of Indian companies, Indian real estate projects and other assets.  Investments are primarily equity or equity related and may be structured either through direct or synthetic ownership.  “Indian Companies” are companies that: (i) are organized under the laws of India; (ii) have securities which are traded principally on any Indian stock exchange or in the Indian over-the-counter market; or (iii) are located outside of India and have the potential to benefit from access to Indian operations, markets, technologies, workforce or other capabilities.  “Indian Real Estate Projects” include the development and management of commercial, industrial and/or residential real estate and hospitality projects located within India.  The Master Fund may also invest up to 15% of total capital commitments of the Limited Partners in securities of issuers organized, having their principal place of business, or principal trading market in Hong Kong, Indonesia, Malaysia, Singapore, South Korea, Taiwan, Thailand, Japan, Sri Lanka, Pakistan, People’s Republic of China, Bangladesh, Vietnam or the Philippines as well as emerging market countries throughout Asia and elsewhere.
 
The Master Fund may also invest in other special investment opportunities.  Additionally, the Master Fund is authorized to use various investment strategies (across instruments, including but not restricted to, currency forwards, futures, options and other financial instruments) to seek to manage various market risks.  The Master Fund may also, from time to time, sell securities short without limitation.

 
The General Partner may designate up to 40% of total capital commitments of the Limited Partners as "Designated Investments" (termed “Private investments” in the consolidated condensed schedule of investments) because they will be, in the view of the General Partner, long term, illiquid or without a readily ascertainable market value.
 
 
- 10 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2011
 
 
2.Summary of Significant Accounting Policies
 
The following is a summary of the significant accounting policies followed by the Master Fund in the preparation of its consolidated financial statements.  The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements.  In particular, estimates are made relating to the fair value of securities (including Private Investments) and derivatives.  Actual results could differ from those estimates and such differences could be material to the Master Fund's financial statements.
 
Consolidation
The Master Fund consolidates its wholly-owned subsidiaries.  Intercompany accounts and transactions have been eliminated.
 
Investment Transactions
Investment and contractual transactions are recorded on a trade/contract date basis.
 
Investment Valuation and Fair Value Measurements
In general, when investments are listed on an established securities exchange or traded in the over-the-counter market (“OTC”), the Master Fund will value them at their last available public sale price.  Investments in investment funds will be valued at the fair value reported by such investment fund which the General Partner believes represents fair value.
 
At December 31, 2011, $8,439,891 of investments consists of securities included in Designated Investments which are valued at the last available public sale price.
 
At December 31, 2011, there were two investments in investment funds which were fair valued at the net asset value reported by such investment funds.  Investments in investment funds includes a private equity fund investing in real estate opportunities in India, with a fair value of $5,217,730, and a private equity fund investing in opportunities in Malaysia and other emerging markets, with a fair value of $3,365,266.  The Master Fund cannot redeem its interest from these funds.  Distributions from each fund will be received as the underlying investments of the funds are liquidated with estimated liquidation of the underlying investments ranging from six to eight years.
 
The Master Fund enters into equity access products.  Equity access products are OTC contracts that are valued at contractual terms based upon the last available public sale price of the underlying listed common stock.  As of December 31, 2011, there were no equity access products outstanding.
 
The Master Fund also invests in index products.  Index products are fully-paid depository type instruments valued at contractual terms based upon the last available public sale price of the underlying listed common stock.
 

 
- 11 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2011
 
The Master Fund may buy or write put and call options through listed exchanges and the OTC market.  The buyer of an option has the right to purchase (in the case of a call option) or sell (in the case of a put option) a specified quantity of a specified security or currency at a specified price prior to or on a specified expiration date.  The writer of an option is exposed to the risk of loss if the market price of the underlying securities or currencies decreases (in the case of a put option) or increases (in the case of a call option).  The writer of an option can never profit more than the premium paid by the buyer but can lose an unlimited amount in the case of a written call option and can lose the difference between the strike price and zero in the case of a written put option.
 
Premiums received from writing options are recorded as liabilities.  If the value of a written option exceeds the premiums received, the excess is treated as an unrealized loss.  Conversely, if a premium exceeds the value, the excess, to the extent of premiums received, is treated as an unrealized gain.  When a written option expires on its stipulated expiration date or when the closing transaction is entered into, the related liability is extinguished and the Master Fund realizes a gain (or loss if the cost of the closing transaction exceeds the premium received when the option was written).  When an option is purchased, an amount equal to the premium paid is recorded as an investment and subsequently adjusted to the current value.  If the value of a purchased option exceeds the premium paid, the excess is treated as an unrealized gain.  Conversely, if the premium exceeds the value, the excess, to the extent of premiums paid, is treated as an unrealized loss.  When a purchased option expires on its stipulated expiration date or when a closing transaction is entered into, the premium paid on the purchase of the option is treated by the Master Fund as a realized loss.
 
Options listed on a national securities exchange are fair valued at their last available public sale price.  Investments in OTC option contracts are fair valued using one or more indicative quotations from financial institutions.
 
The Master Fund also invests in debt securities which are fair valued using one or more indicative quotations from financial institutions.
 
Forward foreign currency contracts are fair valued using forward rates obtained from recognized market information providers.  Futures contracts are traded on exchanges and are fair valued at their last available sale price.
 
Designated Investments are stated at fair value as determined in good faith by the General Partner (in consultation with the Investment Manager and where deemed appropriate by the Investment Manager,  receipt of third party prepared appraisals).  At December 31, 2011, there were 23 Designated Investments with an aggregate fair value of $336,847,484.  The largest individual Designated Investment at December 31, 2011 had a fair value of $50,951,364.  Generally, the General Partner (in consultation with the Investment Manager and where deemed appropriate by the Investment Manager, upon receipt of third party prepared appraisals) will initially value such investments at cost which the General Partner believes is representative of fair value (excluding Designated Investments of $8,439,891 fair valued at their last available public sale price)  and will adjust the fair values to reflect meaningful third-party transactions in the private equity market, a significant change in the financial condition or operating performance of the investment, or other pertinent developments that otherwise warrant a change in the fair valuation of the investment.  Level 3 investments include investments in funds, private equity and real estate investments.  When observable prices are not available for these investments, the General Partner uses one or more valuation techniques for which sufficient and reliable data is available.  Valuation techniques for private equity investments include utilizing multiples derived from peer company comparable data or relevant market indices.  Factors considered in fair valuing individual investments include, without limitation, available market prices, type of security, purchase price, purchases of the same or similar securities by other investors, marketability, restrictions on disposition, yield-to-maturity, current financial position and operating results and other pertinent information.  Real estate investments are fair valued considering various market, income and cost approaches.  Valuation techniques include direct capitalization methods utilizing expected revenue and market-based capitalization rates as well as present value methods discounting expected future cash flows utilizing market-based discount rates.
 
 
- 12 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2011
 
Notwithstanding the foregoing, if in the reasonable judgment of the General Partner (in consultation with the Investment Manager), in its sole discretion, the price for an investment held by the Master Fund does not represent the fair value of such security or where price quotations are not readily available or where prices received are not deemed appropriate, such investment shall be valued at fair value as determined by the General Partner (in consultation with the Investment Manager).
 
Although the General Partner (in consultation with the Investment Manager and receipt of third party prepared appraisals) uses its best judgment in estimating the fair value of investments, there are inherent limitations in any estimation technique.  The fair value estimates presented herein are not necessarily the amount that the Master Fund could realize in a current transaction.  Future confirming events will also affect the estimates of fair value and the effect of such events on the estimates of fair value, including the ultimate liquidation of investments, could be material to the consolidated financial statements.  At December 31, 2011, total securities at level 3 fair valued by the General Partner (in consultation with the Investment Manager) were $328,407,593 and represented 32.85% of total partners’ capital.  In addition, at December 31, 2011, $45,534,116 of listed common stocks representing 4.55% of total partners’ capital, consisted of holdings of 20 days or greater relative to the average daily trading volume of such common stocks.
 
In accordance with the authoritative guidance on fair value measurements and disclosures under GAAP, the Master Fund discloses the fair value of its investments in a hierarchy that prioritizes the  inputs  to valuation  techniques  used  to  measure  fair  value.  The  hierarchy  gives  the  highest priority  to  unadjusted  quoted  prices  in  active  markets  for  identical  assets  or  liabilities  (level  1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are as follows:
 
Level 1:  Inputs  that  reflect  unadjusted  quoted  prices  in  active  markets  for  identical  assets  or liabilities that the Master Fund has the ability to access at the measurement date;
Level 2:  Inputs  other  than  quoted  prices  included  within  Level  1  that  are  observable  for  the asset  or  liability  either  directly  or  indirectly,  including  inputs  in  markets  that  are  not considered to be active; and
Level 3:  Unobservable inputs for the asset or liability.

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. An investment’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes "observable"  requires  significant  judgment  by  management.  Management  considers observable data to be that market data which is readily available, regularly distributed or updated, reliable  and  verifiable,  not  proprietary  and  provided  by  multiple,  independent  sources  that  are actively involved in the relevant market. The categorization of an investment within the hierarchy is based  upon  the  pricing  transparency  of  the  investment  and  does  not  necessarily  correspond  to management’s perceived risk of that investment.
 
 
- 13 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2011

The following table sets forth the Master Fund’s investments by level within the fair value hierarchy at December 31, 2011:
   
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
Investments in securities:
                       
Listed common stocks
  $ 477,108,579     $ -     $ -     $ 477,108,579  
Options purchased
    2,157,825       359,901       -       2,517,726  
Debt securities
    -       6,546,921       -       6,546,921  
Private investments:
                               
Non-listed common stocks
    -       -       70,259,799       70,259,799  
Listed common stocks
    8,439,891       -       -       8,439,891  
Real estate
    -       -       249,564,798       249,564,798  
Investment funds
    -       -       8,582,996       8,582,996  
      487,706,295       6,906,822       328,407,593       823,020,710  
Investments sold short:
                               
Options written
    (519,792 )     (57,005 )     -       (576,797 )
                                 
Net unrealized appreciation on forward currency contracts
    -       2,580,373       -       2,580,373  
Total
  $ 487,186,503     $ 9,430,190     $ 328,407,593     $ 825,024,286  
                                 

 
The following table sets forth a summary of changes in the fair value of the Master Fund’s level 3 investments for the period July 1, 2011 through December 31, 2011:
 
   
Investments in Securities
 
   
Private Investments
 
   
Non-Listed Common Stocks
   
Real Estate
   
Investment Funds
   
Totals
 
                         
Balance, beginning of period
  $ 86,379,304     $ 283,973,682     $ 9,369,746     $ 379,722,732  
Purchases
    -       25,000       -       25,000  
Dispositions/distributions
    -       -       (660,000 )     (660,000 )
Net realized losses on investments in securities
    -       -       -       -  
Net change in unrealized depreciation on investments in securities
    (16,119,505 )     (34,433,884 )     (126,750 )     (50,680,139 )
Transfers in (a)
    -       -       -       -  
Transfers out (a)
    -       -       -       -  
Balance, end of period
  $ 70,259,799     $ 249,564,798     $ 8,582,996     $ 328,407,593  
                                 
Net change in unrealized depreciation from investments still held at the end of the period
  $ (16,119,505 )   $ (34,433,884 )   $ (126,750 )   $ (50,680,139 )
                                 

 
(a)             The Master Fund's policy is to recognize transfers in/out at the effective date of the transfer.  There were no transfers between level 1, 2 and 3 during the period.
 
 
- 14 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2011
 
All net realized and unrealized gains (losses) in the table above are reflected in the accompanying consolidated statement of operations.
 
Income and Expense Recognition
Interest income is recorded on an accrual basis.  Dividend income is recognized on the ex-dividend date net of any withholding tax.  Realized gains and losses on security transactions are determined on the specific identification cost basis.  Other operating expenses are recorded on an accrual basis as incurred.  Expenses incurred in connection with the purchase of Designated Investments are included as a component of each of the investment's cost.
 
Income Taxes
No provision has been made in the accompanying financial statements for U.S. Federal, State and Local income taxes.  The Master Fund is not subject to such taxes; individual partners may be taxed on their proportionate share of the Master Fund’s income based on their individual circumstances.
 
The Master Fund is a Cayman Islands exempted limited partnership. Under the current laws of the Cayman Islands, there is no income, estate, transfer, sales or other taxes payable by the Master Fund.  The Master Fund trades stocks and securities for its own account and, as such, is generally not subject to U.S. tax on such earnings (other than certain withholding taxes indicated below).  The Investment Manager intends to conduct the business of the Master Fund to the maximum extent practicable so that the Master Fund’s activities do not constitute a U.S. trade or business.  Dividends as well as certain interest and other income received by the Master Fund from sources within the United States may be subject to, and reflected net of, United States withholding tax at the rate of 30%.  Interest, dividend and other income realized by the Master Fund from non-U.S. sources and capital gains realized on the sale of securities of non-U.S. issuers may be subject to withholding and other taxes levied by the jurisdiction in which the income is sourced.
 
The Master Fund conducts investment activities in India through the Mauritius Companies which are tax residents of Mauritius and expect to obtain benefits under the double taxation treaty between Mauritius and India.  To obtain benefits under the double taxation treaty, the Mauritius Companies must meet certain tests and conditions, including the establishment of Mauritius tax residence and related requirements.  The Mauritius Companies have obtained certificates from the Mauritian authorities that they are residents of Mauritius.  Under the tax treaty a tax resident of Mauritius that has no permanent establishment in India will not be subject to tax on gains or profits in India on the sale of securities or tax on dividends paid by Indian companies.  Management believes that the Mauritius Companies qualify to obtain the benefits of the tax treaty and, accordingly, no provision for Indian income taxes has been made in the consolidated financial statements of the Master Fund.
 
Marjoram is a tax resident of Singapore and expects to obtain benefits under Singapore’s tax exemption for resident funds.  To obtain these benefits, Marjoram must meet certain tests and conditions, including the establishment as a Singapore tax resident and other related requirements.  Marjoram’s application as a resident fund has been approved by the Singaporean authorities.  Under the tax exemption for resident fund scheme, investment income such as profits, gains, dividends and interest from specified investments is exempt from Singapore tax.  Management believes that Marjoram qualifies to obtain the benefit of the tax exemption for resident funds and, accordingly, no provision for Singaporean income taxes has been made in the consolidated financial statements of the Master Fund.
 
The Master Fund files U.S. Federal income tax returns as well as returns in certain foreign jurisdictions.  With few exceptions, the Master Fund is no longer subject to income tax examinations by tax authorities for years before 2007.  There are currently no examinations being conducted of the Master Fund by the Internal Revenue Service or any other taxing authority.
 
 
- 15 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2011
 
The Master Fund follows the authoritative guidance for uncertainty in income taxes which requires the General Partner to determine whether a tax position of the Master Fund is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation by the applicable taxing authority, based on the technical merits of the position.  The tax benefits to be recognized are measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement which could result in the Master Fund recording a tax liability that would reduce partners’ capital.  The Master Fund did not have any unrecognized tax benefits resulting from tax positions related to either the period July 1, 2011 through December 31, 2011 or prior periods.  The General Partner does not expect any change in unrecognized tax benefits within the next year.  There are no interest and penalties related to uncertain tax positions recognized in the consolidated statement of operations.
 
Cash and Cash Equivalents
Cash and cash equivalents and foreign cash include cash held on deposit and short-term investments with an original maturity of three months or less.  Cash equivalents are recorded at cost plus accrued interest which approximates fair value.  Additional information on cash receipts and payments is presented in the consolidated statement of cash flows.  The Master Fund maintains its cash balances with one or more financial institutions.  Foreign cash held at December 31, 2011 is primarily denominated in Indian Rupees.
 
Foreign Currency Translation
The books and records of the Master Fund are maintained in U.S. dollars.  The fair value of investments and other assets and liabilities are translated at the prevailing exchange rates at the end of the period.  Purchases, sales, income and expenses are translated at the exchange rates prevailing on the respective dates of such transactions.  Net realized gain or loss on foreign currency transactions arises from the close out of forward foreign currency contracts and from currency gains or losses realized on non investment related assets and liabilities.  Net change in unrealized appreciation or depreciation on foreign currency arises from changes in the values of assets and liabilities, other than investments, resulting from changes in exchange rates and forward foreign currency contracts.  The Master Fund does not isolate the portion of realized and unrealized gain or loss on investments arising as a result of changes in foreign exchange rates on investments from the fluctuations arising from changes in the fair value of investments.
 
Foreign Currency Contracts
The Master Fund may enter into forward and spot foreign currency contracts.  A forward foreign currency contract is an agreement to buy or sell currencies of different countries on a specified future date at a specified rate.
 
The fair value of the contract will fluctuate with changes in currency exchange rates.  Contracts are fair valued at the current forward rates obtained from recognized market information providers, and the change in the fair value is recorded by the Master Fund as unrealized appreciation or depreciation of foreign currency contracts.  Realized gains or losses equal to the difference between the fair value of the contract at the time it was opened and the fair value at the time it was closed are recorded upon delivery or receipt of the currency or, if a foreign currency contract is offset by entering into another foreign currency contract with the same broker, upon settlement of the net gain or loss.  Unrealized gains and losses are reported as assets or liabilities.
 
 
 
- 16 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2011
 
Equity Access Products
The Master Fund enters into equity access products which are leveraged equity positions.  The leverage inherent in these instruments is provided by counterparties.  Interest earned on equity access product collateral is recorded as interest income.  Expenses on the financing underlying the equity access products are recorded as part of realized and unrealized gain or loss on investments.  A realized gain or loss is recorded upon termination of an equity access product.  Unrealized gains and losses are reported as assets or liabilities.
 
Index Products
The Master Fund enters into index products which are fully-paid depository type instruments provided by counterparties.  The performance for index products is recorded as part of realized or unrealized gain or loss on investments.
 
Futures Contracts
The Master Fund may enter into security index, financial and commodity futures contracts.  Upon entering into a futures contract, the Master Fund is required to deposit an amount equal to a certain percentage of the contract value.  On a daily basis and on the expiration date, payments are made or received by the Master Fund reflecting the aggregate change in the fair value of the contract.  Upon the closing of a contract, the Master Fund will recognize a realized gain or loss.
 
Margin Deposits with Brokers
Margin deposits held with the Master Fund’s brokers earn interest at a negotiated rate and are pledged as collateral for forward foreign currency contracts, futures and options contracts and securities sold short.  At December 31, 2011, margin deposits with brokers were approximately $15,400,000 and $16,000,000 reflected in the consolidated statement of assets, liabilities and partners’ capital in due from broker and foreign cash, respectively.
 
Netting of Derivatives
The Master Fund nets unrealized gains and losses by counterparty and product type on the consolidated statement of assets, liabilities and partners' capital where a legal right of offset exists under an enforceable netting agreement in accordance with GAAP.
 
Financial Instruments
All assets and liabilities classified as financial instruments are reported at fair value.
 
Capital Contributions and Withdrawals
Capital contributions are recognized when received.  Withdrawals are recognized as liabilities when amounts requested in the withdrawal notice become fixed, which generally occurs on the last day of a fiscal period.  As a result, withdrawals paid after the end of the period, but based upon period-end partners’ capital values, are reflected as capital withdrawals payable at the end of the period.  Withdrawal notices received for which the dollar is not fixed remain in capital until the partners’ capital value used to determine the withdrawals amounts are determined.
 
 
3.Derivative Contracts
 
The Master Fund transacts in a variety of derivative instruments including options, equity access products and forward foreign currency contracts for trading or risk management purposes with each instrument’s primary risk exposure being market and foreign exchange risk.
 
 
- 17 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2011

The following table sets forth the Master Fund’s fair value of derivative instruments at December 31, 2011 as presented in the consolidated statement of assets, liabilities and partners’ capital:
 

 
   
Notional or Contractual Amount
   
Fair Value
 
Investments in securities:
           
Options purchased:
           
Index contracts
  $ 101,000,000     $ 2,157,825  
Equity contracts
    16,000,000       188,555  
Currency contracts
    100,000,000       171,346  
              2,517,726  
Futures purchased:
Equity contracts
    2,000,000       -  
Net unrealized depreciation on forward
               
foreign currency contracts:
               
Forward foreign currency contracts
    (305,000,000 )     2,580,373  
Investments sold short:
               
Options written:
               
           Index contracts
    (84,000,000 )     (519,792 )
      Equity contracts
    (16,000,000 )     (57,005 )
              (576,797 )
Net derivatives
          $ 4,521,302  
                 

 
The Master Fund’s activity in the above derivative instruments for the period July 1, 2011 through December 31, 2011 was below or approximately at the notional or contractual amounts shown.
 
The following table sets forth the Master Fund’s realized and unrealized gain (loss) on derivative instruments for the period July 1, 2011 through December 31, 2011 as presented in the consolidated statement of operations:
 
 
Risk Exposure
Net Realized Gain (Loss)
Net Change in Unrealized Appreciation (Depreciation)
       
Net realized gain (loss) on derivative transactions:
     
Options purchased:
     
Equity contracts
Market
$          (1,381,325)
$             (385,880)
Index contracts
Market
(11,748,394)
270,056
Currency contracts
Currency
(1,070,715)
(297,642)
Commodity contracts
Commodity
(834,150)
436,580
Futures contracts:
     
Equity contracts
Market
(7,834,827)
-
Equity access products
Market
5,719,889
(7,322,501)
Options written:
     
Equity contracts
Market
1,010,819
254,324
Index contracts
Market
1,136,864
207,163
Currency contracts
Currency
(1,642,535)
(20,691)
Commodity contracts
Commodity
332,000
(319,550)
   
       (16,312,374)
         (7,178,141)
Net realized gain (loss) on foreign currency transactions:
     
Forward foreign exchange contracts
 
5,659,402
2,779,767
   
$        (10,652,972)
$         (4,398,374)
 
 
 
- 18 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2011

 
4.Related Party Transactions
 
Certain Limited Partners of the Feeder Funds are affiliated with the Investment Manager or the General Partner.  At December 31, 2011, such affiliated Limited Partners had aggregate capital balances of approximately $77,100,000 with total capital contributed and committed amounting to $42,100,000.  In addition, at December 31, 2011, the General Partner had aggregate capital balances in the Feeder Funds of approximately $116,400,000.
 
 
5.Management Fees
 
The Mauritius Companies and Marjoram pay the Investment Manager and its wholly-owned subsidiaries a management fee on a quarterly basis of such an amount as may be mutually agreed and subject to reasonable adjustments.  The management fees paid by the Mauritius Companies and Marjoram are reflected in these consolidated financial statements as management fee expense which was $7,326,527 for the period July 1, 2011 through December 31, 2011.
 
 
6.Incentive Allocation
 
No General Partner incentive allocations are made at the Master Fund level.  Such allocations are made at the Holdings, New Vernon India Fund LP and New Vernon India Fund II LP levels.
 
 
7.Administrator
 
The Master Fund entered into an administration agreement with Citi Hedge Fund Services North America, Inc., (the “Administrator”).  Subject to the General Partner’s supervision, the Administrator handles among other things, processing capital transactions, monthly and quarterly procedures and functions specified in the agreement.  The Master Fund pays the Administrator a fee for these services, approximately $150,000 for the period July 1, 2011 through December 31, 2011, which is included in professional fees in the consolidated statement of operations.
 
 
8.Partners’ Capital
 
Capital Contributions and Withdrawals
The Master Fund accepts contributions and withdrawals from the Feeder Funds quarterly or at such other times as the General Partner decides.
 
From inception through December 31, 2011, the Limited Partners had total capital commitments of $1,330,000,000, of which $1,330,000,000 has been contributed to the Feeder Funds, and total withdrawals of approximately $833,800,000.
 
Capital withdrawals payable in the consolidated statement of assets, liabilities and partners’ capital represent capital withdrawals effective December 31, 2011.
 
Allocation of Net Profits and Net Losses
The net profits and net losses of the Master Fund are allocated to Holdings and the Feeder Funds in proportion to relative capital interests on a quarterly basis and at such other times when capital transactions occur.  The General Partner does not receive an allocation of net profit or net loss at the Master Fund level.
 
 
- 19 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2011
For the period July 1, 2011 through December 31, 2011, all expenses were recorded by the Master Fund and allocated to Holdings and the Feeder Funds based on their proportionate share of the Master Fund, except for direct management fees charged to the Feeder Funds.
 
The Master Fund pays management fees to the Investment Manager on behalf of Holdings, New Vernon India Fund LP and New Vernon India Fund II LP.  For the period July 1, 2011 through December 31, 2011, the Master Fund paid $6,162,487 of these management fees.  The payment of such fees on behalf of Holdings, New Vernon India Fund LP and New Vernon India Fund II LP was effected by deemed distributions of an equivalent amount.
 
Distributions
The Master Fund does not generally intend to pay distributions.  During the period July 1, 2011 through December 31, 2011, there were deemed distributions to Holdings, New Vernon India Fund LP and New Vernon India Fund II LP related to management fees the Master Fund paid on their behalf.
 
 
9.Risks
 
The following summary of certain risk factors is not intended to be a comprehensive summary of all risks inherent in investing in the Master Fund.
 
An investment in the Master Fund is highly speculative and involves a high degree of risk due to the nature of the Master Fund’s investments and the strategies employed.  There can be no assurance that the investment objectives of the Master Fund will be achieved.
 
The Master Fund has elements of risk not typically associated with investments in the United States as it is concentrated in India at December 31, 2011.  Such additional risks include, but are not limited to, political or economic conditions in India or the possible imposition of adverse governmental laws or currency exchange restrictions which could cause the securities and their market to be less liquid and prices more volatile than those comparable to the United States.  Indian or Mauritian tax law and the tax treaty between India and Mauritius are subject to change which may have an adverse impact on the Master Fund.  Because certain markets and instruments in which the Master Fund invests are volatile and may be illiquid or the Master Fund’s holdings of listed common stocks relative to the average daily trading volume of these common stocks is significant, the prices which may be realized upon disposition of certain listed common stocks and related equity access products may differ from the Master Fund’s carrying value.  Designated Investments by their nature can be long-term, illiquid, restricted as to their resale or without a readily ascertainable market value.  Such investments can take a significant period of time to reach a state of maturity at which liquidation can be considered.  At December 31, 2011, the fair value of Designated Investments was $328,407,593 (which excludes Designated Investments of $8,439,891 valued at their last available public sale price).  As discussed in Note 2, such fair value may not be ultimately realizable and the difference to the carrying values reported in the consolidated condensed schedule of investments could be material to the consolidated financial statements.  Also discussed in Note 2, equity access products have inherent leverage which magnifies the effect of any underlying security price change on the Master Fund's capital.
 
Real estate investments are subject to various risk factors.  Generally, real estate investments could be adversely affected by a recession or general economic downturn where the properties are located.  Real estate investment performance is also subject to the success that a particular property manager has in managing the property.
 
 
- 20 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2011
 
 
The Master Fund clears substantially all of its securities purchases and sales and maintains its foreign currency positions and forward contracts through and with Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC or CitiGroup the “Prime Brokers and Clearing Agents”, pursuant to clearance agreements.  Substantially all foreign currency, listed and unlisted securities, equity access products, options and forward contracts are maintained with the Prime Brokers and Clearing Agents and may be held by the Prime Brokers and Clearing Agents as collateral.  The Master Fund is subject to credit risk to the extent that the Prime Brokers and Clearing Agents may be unable to fulfill their obligations either to return the Master Fund’s securities and collateral or pay amounts owed.  Collateral requirements for open derivative positions (including equity access products and forward contracts) can change rapidly based on market conditions and can result in additional collateral calls or sales of collateral.
 
In the normal course of its business, the Master Fund trades various financial instruments and enters into certain investment activities with off-balance sheet risk and/or counterparty credit risk.  These financial instruments include futures, forwards, equity access products, index products, options and short sales.  Each of these financial instruments contains varying degrees of off-balance sheet risk whereby changes in the fair values of the securities underlying the financial instruments may affect the fair value of the contracts and such effects may be in excess of the amounts recognized in the consolidated statement of assets, liabilities and partners’ capital.  Short sales and written call options have unlimited risk.  The contract or notional amounts of these derivative instruments reflects the Master Fund’s extent of involvement in the particular class of financial instruments and does not represent amounts subject to risk of loss.  The Master Fund is exposed to credit risk associated with counterparty nonperformance to the extent of unrealized gains inherent in such contracts at the date of default.
 
The Master Fund may invest in securities or maintain cash denominated in currencies other than the U.S. dollar.  The Master Fund is exposed to risk that the exchange rate of the U.S. dollar relative to other currencies may change in a manner, which has an adverse affect on the reported value of the Master Fund’s assets and liabilities denominated in currencies other that the U.S. dollar.  The Master Fund has significant exposure to the Indian Rupee at December 31, 2011.
 
Legal, tax and regulatory changes could occur during the term of the Master Fund that may adversely affect the Master Fund.  The regulatory environment for hedge funds is evolving, and changes in the regulation of hedge funds may adversely affect the fair value of investments held by the Master Fund and the ability of the Master Fund to obtain the leverage it might otherwise obtain or to pursue its trading strategies.  In addition, securities and futures markets are subject to comprehensive statutes, regulations and margin requirements.  Regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies.  The regulation of derivative transactions and short selling and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions.  The effect of any future regulatory change on the Master Fund could be substantial and adverse.
 
The Master Fund incurs counterparty credit risks associated with various products including cash and cash equivalents, margin deposits with brokers, equity access products and index products.  Primary counterparties include Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC, CitiGroup and Goldman Sachs and/or their affiliated entities.  The Master Fund is subject to credit risk should any of these financial institutions be unable to fulfill their obligations.
 
Market risk is influenced by the nature of the items included in a particular category of financial instruments and by the relationship among various external factors.
 
 
- 21 -

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2011
At December 31, 2011, the Master Fund was concentrated in India and the industries listed in the consolidated condensed schedule of investments.
 
As discussed in Note 1, the Investment Manager provides investment management services to the Master Fund.  The Master Fund could be materially affected by the actions and liquidity of the Investment Manager.
 
As discussed in Note 1, the Master Fund’s investors are Holdings and the Feeder Funds.  The Master Fund could be materially affected by the actions of Holdings and the Feeder Funds or their underlying investors.  At December 31, 2011, the Feeder Funds had limited partners with individually significant capital balances including New Vernon India (Cayman) Fund LP and New Vernon India Fund II LP which had one limited partner each.
 
 
10.Commitments and Contingencies
 
In the normal course of business, the Master Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications.  The Master Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Master Fund that have not yet occurred.  The General Partner expects the risk of loss to be remote.
 
The Master Fund makes certain commitments to invest in private investments and private equity funds.  Unfunded commitments at December 31, 2011 amounted to approximately $28,700,000 and $11,000,000 to private investments and private equity funds, respectively.
 
 
11.Financial Highlights
 
The following financial highlights are for the period July 1, 2011 through December 31, 2011.  Such results are not predictive of future performance.
 
Total return (1) (2)                                                                                                                                          (22.88)%
 
Ratios to weighted average limited partners’ capital (2)
 
Net investment loss(0.21)%
 
Total expenses  0.61%
 
 
(1)
Total return is calculated for the limited partners taken as a whole.  Total return is calculated based on the change in partners’ capital (adjusted for the effects of any capital contributions or withdrawals) for the current period only and, therefore does not reflect the history-to-date of the return of the Master Fund.  An individual limited partner’s return may vary from these returns based on such factors as the timing of capital transactions and Holding and Feeder Fund level income and expenses and incentive allocations.

 
(2)
Not annualized.  The ratios of net investment loss and total expenses to average limited partners’ capital on an annualized basis are (0.41)% and 1.22%, respectively.  These ratios are calculated based on average limited partners’ capital.
 
 
- 22 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2011
 
 
 
12.Subsequent Events
 
The Master Fund has performed an evaluation of subsequent events through March 30, 2012, which is the date the consolidated financial statements were available to be issued, and there were no subsequent events to disclose.
 

- 23 -


EX-99.3 OTHER FIN ST 9 exhibit995.htm 7/1 - 12/31/10 NVH I LP exhibit995.htm




NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Financial Statements
For the period July 1, 2010
through December 31, 2010

 
 

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Index
December 31, 2010
 


Page(s)
 
Report of Independent Auditors 1
 
Consolidated Financial Statements
 
Consolidated Statement of Assets, Liabilities and Partners’ Capital 2
 
Consolidated Condensed Schedule of Investments 3–7
 
Consolidated Statement of Operations 8
 
Consolidated Statement of Changes in Partners’ Capital 9
 
Consolidated Statement of Cash Flows 10
 
Notes to Consolidated Financial Statements 11–24
 


 
 

 
 
 

 
 
Report of Independent Auditors
 

 
 
To the Partners of NVH I LP
(a Cayman Islands exempted limited partnership)

In our opinion, the accompanying consolidated statement of assets, liabilities and partners’ capital, including the consolidated condensed schedule of investments, and the related consolidated statements of operations, of changes in partners’ capital and of cash flows present fairly, in all material respects, the financial position of NVH I LP and its subsidiaries at December 31, 2010, and the results of their operations, the changes in their partners’ capital and their cash flows for the period July 1, 2010 through December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the General Partner.  Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit of these financial statements in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the General Partner, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.





/s/ PricewaterhouseCoopers LLP
 
 
 
March 30, 2011

 
 
- 1 -

 




NVH I LP
 
  (a Cayman Islands exempted limited partnership)
     
Consolidated Statement of Assets, Liabilities and Partners' Capital
 
 December 31, 2010
     
       
 (in U.S. dollars)
     
       
 Assets
     
 Investments in securities, at fair value (cost $1,143,051,719)
  $ 1,559,701,543  
 Cash and cash equivalents
    300,577,761  
 Foreign cash  (cost $83,962,464)
    85,001,153  
 Due from broker
    25,307,461  
 Unrealized appreciation on equity access products, at fair value
    14,789,513  
 Receivable for investments sold
    3,735,025  
 Net unrealized appreciation on forward foreign currency contract, at fair value
    527,103  
 Dividends receivable
    108,796  
 Total assets
  $ 1,989,748,355  
 Liabilities and Partners' Capital
       
 Liabilities
       
 Investment in securities sold short, at fair value  (proceeds $908,790)
  $ 168,533  
 Capital withdrawals payable
    306,357,752  
 Due to broker
    1,330,388  
 Payable for investments purchased
    1,022,703  
 Accounts payable and accrued expenses
    783,523  
 Total liabilities
    309,662,899  
         
 Commitments and Contingencies (Note 9)
       
         
 Partners' Capital
       
 General partner
    1,000  
 Limited partners
    1,680,084,456  
 Total partners' capital
    1,680,085,456  
 Total liabilities and partners' capital
  $ 1,989,748,355  

 
The accompanying notes are an integral part of these consolidated financial statements. 

 
- 2 -

 


NVH I LP
  (a Cayman Islands exempted limited partnership)
       
 Consolidated Condensed Schedule of Investments
 December 31, 2010
               
 (in U.S. dollars)
       
Fair Value as a
             
Percent of
         
 Fair
 
Total Partners'
Description
   
 Value
 
Capital
Investment in Securities
       
Listed Common Stocks
       
India
             
Financial Services
         
 
Icici Bank Ltd. (3,280,826 shares)
 
 $84,036,995
 
5.00%
 
Other
   
 143,719,505
 
8.55%
   
Total Financial Services
 
 227,756,500
 
13.55%
               
Software
     
 148,272,892
 
8.83%
Chemicals, Agro
         
 
Reliance Industries Ltd. (4,472,795 shares)
 
 105,924,350
 
6.30%
Pharmaceuticals
   
 81,009,838
 
4.82%
Capital Goods
   
 74,465,039
 
4.43%
Materials
     
 62,160,657
 
3.70%
Automobiles
   
 59,080,615
 
3.52%
Energy
     
 57,439,059
 
3.42%
Engineering & Construction
 
 53,192,513
 
3.17%
Consumer Staples
   
 44,294,762
 
2.64%
Infrastructure
   
 34,640,324
 
2.06%
Real Estate
     
 30,486,810
 
1.81%
Consumer Discretionary
 
 29,363,786
 
1.75%
Logistics
     
 24,267,965
 
1.44%
Diversified
     
 18,764,439
 
1.12%
Food, Beverage
   
 12,085,369
 
0.72%
Textile
     
 10,049,766
 
0.60%
Auto Ancillaries
   
 5,688,983
 
0.34%
   
Total India listed common stocks (Cost $786,270,457)
 
 1,078,943,667
 
64.22%
United Kingdom
         
Real Estate
     
 533,805
 
0.03%
   
Total United Kingdom listed common stocks (Cost $999,346)
 
 533,805
 
0.03%
   
Total listed common stocks (Cost $787,269,803)
 
 1,079,477,472
 
64.25%

 
The accompanying notes are an integral part of these consolidated financial statements. 

 
- 3 -

 


           Fair Value as a
           Percent of
       Fair    Total Partners'
Index Product
      Value     Capital
India
             
Diversified
     
 $27,125,559
 
1.61%
   
Total India index product (Cost $25,087,257)
 
 27,125,559
 
1.61%
Exchange Traded Funds
       
Hong Kong
           
Real Estate
     
 1,242,747
 
0.07%
   
Total Hong Kong exchange traded funds (Cost $1,059,385)
 
 1,242,747
 
0.07%
United States of America
       
Diversified
     
 11,542,041
 
0.69%
Financial Services
   
 5,428,870
 
0.32%
   
Total United States of America exchange traded
       
     
funds (Cost $16,555,706)
 
 16,970,911
 
1.01%
   
Total exchange traded funds (Cost $17,615,091)
 
 18,213,658
 
1.08%
Options Purchased
       
India
             
Currency
     
 664,133
 
0.04%
Index
       
 97,287
 
0.01%
   
Total India options purchased (Cost $1,251,927)
 
 761,420
 
0.05%
United States of America
       
Commodities
   
 542,820
 
0.03%
Stocks
     
 27,900
 
0.00%
   
Total United States of America options purchased (Cost $1,030,379)
 570,720
 
0.03%
   
Total options purchased (Cost $2,282,306)
 
 1,332,140
 
0.08%
Investment Fund
         
India
             
Multi-Strategy Arbitrage Fund
 
 2,275,376
 
0.14%
   
Total India investment fund (Cost $2,000,000)
 
 2,275,376
 
0.14%
 

 
The accompanying notes are an integral part of these consolidated financial statements. 

 
- 4 -

 


         Fair Value as a
         Percent of
Private Investments
    Fair    Total Partners'
India
          Value   Capital
Non-Listed Common Stocks
       
Construction
   
 $34,429,359
 
2.05%
Hotel
       
 25,947,331
 
1.54%
Capital Goods
   
 13,513,525
 
0.80%
Financial Services
   
 12,068,901
 
0.72%
Commercial Services
 
 8,371,731
 
0.50%
Software
     
 3,955,127
 
0.24%
   
Total India non-listed common stocks (Cost $75,484,624)
 
 98,285,974
 
5.85%
Listed Common Stocks (carried at exchange price)
       
Financial Services
   
 34,365,313
 
2.05%
Automobiles
   
 7,149,648
 
0.43%
Textile
     
 2,860,409
 
0.17%
   
Total India listed common stocks (Cost $32,101,836)
 
 44,375,370
 
2.65%
Real Estate
           
Silver Holdings Mauritius Limited, Various Cities, India
 
 67,241,599
 
4.00%
Khajrana Ganesh (Carton) Limited, Gurgaon, India
 
 51,304,262
 
3.05%
NV Realty Private Limited, Pune, India
 
 37,595,288
 
2.24%
NV Developers Private Limited, Thane, India
 
 37,435,853
 
2.23%
Carwel Estates Limited, Chennai, India
 
 28,399,917
 
1.69%
Other
     
 56,690,114
 
3.37%
   
Total India real estate (Cost $190,777,629)
 
 278,667,033
 
16.58%
Investment Fund
         
India
             
Real Estate
     
 5,146,900
 
0.31%
   
Total India investment fund (Cost $6,017,750)
 
 5,146,900
 
0.31%
 
 
The accompanying notes are an integral part of these consolidated financial statements. 

 
- 5 -

 


          Fair Value as a
         Percent of
Private Investments, continued
   Fair    Total Partners'
Investment Fund, continued
   Value     Capital
Malaysia
           
Financial Services
   
 $4,802,061
 
0.29%
   
Total Malaysia investment fund (Cost $4,415,423)
 
 4,802,061
 
0.29%
   
Total private investments (Cost $308,797,262)
 
 431,277,338
 
25.68%
   
Total investments in securities (Cost $1,143,051,719)
 
 $1,559,701,543
 
92.84%
               
Investments in Securities Sold Short
       
Options Written
         
United States of America
       
Commodities
   
 $(52,290)
 
0.00%
   
Total United States of America options written (Proceeds $332,000)
 (52,290)
 
0.00%
India
             
Index
       
 (5,938)
 
0.00%
Currency
     
 (110,305)
 
(0.01)%
   
Total India options written (Proceeds $576,790)
 
 (116,243)
 
(0.01)%
   
Total options written (Proceeds $908,790)
 
 (168,533)
 
(0.01)%
   
Total investment in securities sold short (Proceeds $908,790)
 
 $(168,533)
 
(0.01)%
               
         
 Unrealized
   
Equity Access Products (a) (b)
 
 Appreciation
   
India
             
Diversified
     
 $14,789,513
 
0.88%
   
Total unrealized appreciation on India equity access products
 
 $14,789,513
 
0.88%
Forward Foreign Currency Contracts (0.03% of partners' capital) (b)
       
 
Amount in
           
 
Indian
         
 Unrealized
 
Rupees
 
Description
 
 Maturities
 
 Appreciation
         
 1/04/2011-
   
                                               2,928,775,000
US Dollar sold in exchange for Indian Rupee
 
 1/31/2011
 
 $527,103
     
      Net unrealized appreciation on forward
       
     
      foreign currency contracts
     
 $527,103

 
The accompanying notes are an integral part of these consolidated financial statements. 
 

 
- 6 -

 


NVH I LP
  (a Cayman Islands exempted limited partnership)
       
 Consolidated Condensed Schedule of Investments
 December 31, 2010
                Fair Value as a
           Percent of
         Fair    Total Partners'
 (in U.S. dollars)
      Value     Capital
               
Futures Contracts (b)
     
 Unrealized
 
Number of
 
Description
 
 Maturities
 
 Appreciation
 
Contracts
         
(Depreciation)
 
14
 
Various
 
Various
 
 $   -
               
 
(a)
Equity access products are collateralized as discussed in Note 2.  The Master Fund's agreement with its
   
counterparties are generally for multi-year durations.
       
 
(b)
Derivative contracts may increase  or  decrease  the  Master  Fund's  economic  exposure  to  individual
   
issuers,   industry   or   market   developments   in   addition   to   the   amounts   shown   as   unrealized
   
appreciation/depreciation.
       
               
               
         
Fair Value of
   
         
Positions as a
   
         
 Percent of
   
Industry Concentration of Investments in Securities and Equity
 
 Total Partners'
   
Access Products greater than 5% of Total Partners' Capital
 
 Capital
   
Real Estate
     
18.81%
   
Financial Services
   
16.93%
   
Software
     
9.06%
   
Chemicals, Agro
   
6.30%
   
Capital Goods
   
5.24%
   
               
Country Concentration of Investments in Securities and Equity
       
Access Products greater than 5% of Total Partners' Capital
       
India
       
92.27%
   


The accompanying notes are an integral part of these consolidated financial statements. 

 
- 7 -

 


NVH I LP
 
(a Cayman Islands exempted limited partnership)
 
Consolidated Statement of Operations
 
  For the Period July 1, 2010 through December 31, 2010
     
       
(in U.S. dollars)
     
       
Investment income
     
Dividends (net of withholding taxes of $24,403)
  $ 8,109,003  
Interest
    27,252  
Total investment income
    8,136,255  
         
Expenses
       
Management fees
    15,970,935  
Professional fees
    1,503,389  
Other
    295,424  
Total expenses
    17,769,748  
Net investment loss
    (9,633,493 )
         
Realized and unrealized gain (loss) on investments
       
Net realized gain (loss) on
       
Investments in securities
    155,529,709  
Investments in securities sold short
    (185,732 )
Derivative transactions (including equity access products and futures contracts)
    15,566,611  
Foreign currency transactions (including forward foreign currency contracts)
    (9,429,303 )
Net realized gain
    161,481,285  
Net change in unrealized appreciation (depreciation) on
       
Investments in securities
    27,667,304  
Investments in securities sold short
    (1,084,373 )
Derivative transactions (including equity access products and futures contracts)
    3,739,377  
Foreign currency transactions (including forward foreign currency contracts)
    1,833,533  
Net change in unrealized appreciation
    32,155,841  
Net realized and unrealized gain on investments
    193,637,126  
Net increase in partners' capital resulting from operations
  $ 184,003,633  

 
 
The accompanying notes are an integral part of these consolidated financial statements. 

 
- 8 -

 


NVH I LP
 
(a Cayman Islands exempted limited partnership)
 
Consolidated Statement of Changes in Partners' Capital
 
For the Period July 1, 2010 through December 31, 2010
       
                   
(in U.S. dollars)
                 
                   
   
General
   
Limited
       
   
Partner
   
Partners
   
Total
 
Partners' capital, July 1, 2010
  $ 1,000     $ 1,783,284,592     $ 1,783,285,592  
Capital contributions
    -       19,360,000       19,360,000  
Capital withdrawals
    -       (304,876,311 )     (304,876,311 )
Deemed distributions
    -       (1,687,458 )     (1,687,458 )
Pro-rata allocation of net increase in partners'
                       
capital resulting from operations
    -       184,003,633       184,003,633  
Partners' capital, December 31, 2010
  $ 1,000     $ 1,680,084,456     $ 1,680,085,456  
 

 
The accompanying notes are an integral part of these consolidated financial statements. 

 
- 9 -

 


NVH I LP
 
(a Cayman Islands exempted limited partnership)
 
Consolidated Statement of Cash Flows
 
  For the Period July 1, 2010 through December 31, 2010
     
       
(in U.S.dollars)
     
       
Cash flows from operating activities
     
Net increase in partners' capital resulting from operations
  $ 184,003,633  
Adjustments to reconcile net increase in partners' capital resulting from operations to net
       
cash provided by operating activities:
       
Purchase of securities and equity access products
    (1,011,903,981 )
Payments to cover securities sold short
    (7,660,606 )
Proceeds from sales of securities and equity access products
    1,222,753,280  
Proceeds from securities sold short
    8,898,652  
Proceeds from closeouts of future contracts
    14,608,788  
Payments on forward foreign currency contracts
    (9,429,304 )
Decrease in operating assets:
       
Due from broker
    27,860,428  
Dividends receivable
    3,904,172  
Increase in operating liabilities:
       
Due to broker
    1,330,388  
Accounts payable and accrued expenses
    406,218  
Net change in unrealized appreciation on investments in securities and derivatives transactions
    (31,406,681 )
Net change in unrealized depreciation on investments in securities sold short
    1,084,373  
Net change in unrealized appreciation on foreign currency
       
 (including forward foreign currency contracts)
    (846,714 )
Net realized gain on investments in securities and derivatives transactions
    (171,096,320 )
Net realized loss on investments in securities sold short
    185,732  
Net realized loss on foreign currency transactions (including forward currency contracts)
    9,429,303  
Net cash provided by operating activities
    242,121,361  
Cash flows from financing activities
       
Capital contributions, net of change in capital contributions received in advance
    16,875,000  
Capital withdrawals, net of change in capital withdrawals payable
    (3,944,691 )
Deemed distributions
    (1,687,458 )
Net cash provided by financing activities
    11,242,851  
Net change in cash and cash equivalents
    253,364,212  
Cash and cash equivalents (including foreign cash)
       
Beginning of period
    132,214,702  
End of period
  $ 385,578,914  
 
 
The accompanying notes are an integral part of these consolidated financial statements. 

 
- 10 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2010

 
1.Organization
 
NVH I LP (the “Master Fund”) is a Cayman Islands exempted limited partnership which commenced operations on November 8, 2004.  The Master Fund is governed by its agreement of limited partnership dated January 7, 2006 (the "Partnership Agreement").
 
The investment manager of the Master Fund is New Vernon Advisers LP (the “Investment Manager”), a Delaware limited liability partnership.  The Investment Manager is responsible for the investment decisions of the Master Fund and also assists with certain administrative functions.  The General Partner of the Master Fund is New Vernon Management LLC (the “General Partner”), a Delaware limited liability company.  The General Partner manages the business and affairs of the Master Fund and is affiliated with the Investment Manager.
 
The consolidated financial statements of the Master Fund represent the financial position and results of operations of the Master Fund, and its wholly-owned Mauritian subsidiaries: New Vernon India Limited, New Vernon Private Equity Limited and New Vernon Mauritius (collectively, the “Mauritius Companies”).
 
The Master Fund operates under a “master fund/feeder fund” structure where its limited partners invest substantially all of their assets in the Master Fund.  At December 31, 2010, New Vernon Holdings LP (“Holdings”), New Vernon India Fund LP and New Vernon India Fund II LP held interests in the partners’ capital of the Master Fund of 43.49%, 53.28% and 3.23%, respectively.  Holdings has two limited partners: New Vernon India (Cayman) Fund LP and New Vernon India (Cayman) Fund II LP, which own indirect interests in the partners’ capital of the Master Fund of 17.11% and 20.83%, respectively, at December 31, 2010.
 
New Vernon India (Cayman) Fund LP, New Vernon India (Cayman) Fund II LP, New Vernon India Fund LP and New Vernon India Fund II LP are collectively called the “Feeder Funds”.  The limited partners of the Feeder Funds are referred to as the “Limited Partners”.
 
Nature of Investments
The Master Fund’s stated primary investment objective is to seek to earn a risk-adjusted return primarily through investments in a selection of Indian companies, Indian real estate projects and other assets.  Investments are primarily equity or equity related and may be structured either through direct or synthetic ownership.  “Indian Companies” are companies that: (i) are organized under the laws of India; (ii) have securities which are traded principally on any Indian stock exchange or in the Indian over-the-counter market; or (iii) are located outside of India and have the potential to benefit from access to Indian operations, markets, technologies, workforce or other capabilities.  “Indian Real Estate Projects” include the development and management of commercial, industrial and/or residential real estate and hospitality projects located within India.  The Master Fund may also invest up to 15% of total capital commitments of the Limited Partners in securities of issuers organized, having their principal place of business, or principal trading market in Hong Kong, Indonesia, Malaysia, Singapore, South Korea, Taiwan, Thailand, Japan, Sri Lanka, Pakistan, People’s Republic of China, Bangladesh, Vietnam or the Philippines as well as emerging market countries throughout Asia and elsewhere.
 
The Master Fund may also invest in other special investment opportunities.  Additionally, the Master Fund is authorized to use various investment strategies (across instruments, including but not restricted to, currency forwards, futures, options and other financial instruments) to seek to manage various market risks.  The Master Fund may also, from time to time, sell securities short without limitation.
 

The General Partner may designate up to 40% of total capital commitments of the Limited Partners as "Designated Investments" (termed “Private investments” in the consolidated condensed schedule of investments) because they will be, in the view of the General Partner, long term, illiquid or without a readily ascertainable market value.
 
 
- 11 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2010
 
 
2.Summary of Significant Accounting Policies
 
The following is a summary of the significant accounting policies followed by the Master Fund in the preparation of its consolidated financial statements.  The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements.  In particular, estimates are made relating to the fair value of securities (including Private Investments) and derivatives.  Actual results could differ from those estimates and such differences could be material to the Master Fund's financial statements.
 
Consolidation
The Master Fund consolidates its wholly-owned subsidiaries.  Intercompany accounts and transactions have been eliminated.
 
Investment Transactions
Investment and contractual transactions are recorded on a trade/contract date basis.  Realized gains and losses on security transactions are determined on the specific identification cost basis.
 
Investment Valuation
In general, when investments are listed on an established securities exchange or traded in the over-the-counter market (“OTC”), the Master Fund will value them at their last available public sale price.  Investments in investment funds will be valued at the fair value reported by such investment fund which the General Partner believes represents fair value.  At December 31, 2010, the Master Fund held $56,853,226 of listed common stocks where the Master Fund's holdings relative to the average daily trading volume of these common stocks or underlying common stocks was 20 days or greater.
 
At December 31, 2010, $44,375,370 of investments consists of securities included in Designated Investments which are valued at the last available public sale price.
 
At December 31, 2010, there were three investments in investment funds which were fair valued at the net asset value reported by such investment funds.  Investments in investment funds include an open-ended fund company, with a fair value of $2,275,376, investing primarily in arbitrage opportunities in Indian markets and carries monthly liquidity with no unfunded capital commitments remaining.  Investments in investment funds also includes a private equity fund investing in real estate opportunities in India, with a fair value of $5,146,900, and a private equity fund investing in opportunities in Malaysia and other emerging markets, with a fair value of $4,802,061.  The investments in private equity funds cannot be redeemed with the funds.  Distributions from each fund will be received as the underlying investments of the funds are liquidated with estimated liquidation of the underlying investments ranging from six to eight years.  The unfunded capital commitments for these private equity funds amount to approximately $11,100,000 at December 31, 2010.
 

 
- 12 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2010
 
The Master Fund enters into equity access products.  Equity access products are OTC contracts that are valued at contractual terms based upon the last available public sale price of the underlying listed common stock.
 
The Master Fund also invests in index products.  Index products are fully-paid depository type instruments valued at contractual terms based upon the last available public sale price of the underlying listed common stock.
 
The Master Fund may buy or write put and call options through listed exchanges and the OTC market.  The buyer of an option has the right to purchase (in the case of a call option) or sell (in the case of a put option) a specified quantity of a specified security or currency at a specified price prior to or on a specified expiration date.  The writer of an option is exposed to the risk of loss if the market price of the underlying securities or currencies decreases (in the case of a put option) or increases (in the case of a call option).  The writer of an option can never profit more than the premium paid by the buyer but can lose an unlimited amount in the case of a written call option and can lose the difference between the strike price and zero in the case of a written put option.
 
Premiums received from writing options are recorded as liabilities.  If the value of a written option exceeds the premiums received, the excess is treated as an unrealized loss.  Conversely, if a premium exceeds the value, the excess, to the extent of premiums received, is treated as an unrealized gain.  When a written option expires on its stipulated expiration date or when the closing transaction is entered into, the related liability is extinguished and the Master Fund realizes a gain (or loss if the cost of the closing transaction exceeds the premium received when the option was written).  When an option is purchased, an amount equal to the premium paid is recorded as an investment and subsequently adjusted to the current value.  If the value of a purchased option exceeds the premium paid, the excess is treated as an unrealized gain.  Conversely, if the premium exceeds the value, the excess, to the extent of premiums paid, is treated as an unrealized loss.  When a purchased option expires on its stipulated expiration date or when a closing transaction is entered into, the premium paid on the purchase of the option is treated by the Master Fund as a realized loss.
 
Options listed on a national securities exchange are fair valued at their last available public sale price.  Investments in OTC option contracts are fair valued using one or more indicative quotations from financial institutions.
 
Forward foreign currency contracts are fair valued using forward rates obtained from recognized market information providers.  Futures contracts are traded on exchanges and are fair valued at their last available sale price.
 
Designated Investments are stated at fair value as determined in good faith by the General Partner (in consultation with the Investment Manager and where deemed appropriate by the Investment Manager,  receipt of third party prepared appraisals).  At December 31, 2010, there were 24 Designated Investments with an aggregate fair value of $431,277,338.  The largest individual Designated Investment at December 31, 2010 had a fair value of $67,241,599.  Generally the General Partner (in consultation with the Investment Manager and where deemed appropriate by the Investment Manager, upon receipt of third party prepared appraisals) will initially value such investments at cost which the General Partner believes is representative of fair value (excluding Designated Investments of $44,375,370 fair valued at their last available public sale price)  and will adjust the fair values to reflect meaningful third-party transactions in the private equity market, a significant change in the financial condition or operating performance of the investment, or other pertinent developments that otherwise warrant a change in the fair valuation of the investment.  Level 3 investments include investment in
 

 
- 13 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2010
 
funds, private equity, and real estate investments.  When observable prices are not available for these investments, the General Partner uses one or more valuation techniques for which sufficient and reliable data is available.  Valuation techniques for private equity investments include utilizing multiples derived from peer company comparable data or relevant market indices.  Factors considered in fair valuing individual investments include, without limitation, available market prices, type of security, purchase price, purchases of the same or similar securities by other investors, marketability, restrictions on disposition, yield-to-maturity, current financial position and operating results and other pertinent information.  Real estate investments are fair valued considering various market, income and cost approaches.  Valuation techniques include direct capitalization methods utilizing expected revenue and market-based capitalization rates as well as present value methods discounting expected future cash flows utilizing market-based discount rates.
 
Notwithstanding the foregoing, if in the reasonable judgment of the General Partner (in consultation with the Investment Manager), in its sole discretion, the price for an investment held by the Master Fund does not represent the fair value of such security or where price quotations are not readily available or where prices received are not deemed appropriate, such investment shall be valued at fair value as determined by the General Partner (in consultation with the Investment Manager).
 
Although the General Partner (in consultation with the Investment Manager and receipt of third party prepared appraisals) uses its best judgment in estimating the fair value of investments, there are inherent limitations in any estimation technique.  The fair value estimates presented herein are not necessarily the amount that the Master Fund could realize in a current transaction.  Future confirming events will also affect the estimates of fair value and the effect of such events on the estimates of fair value, including the ultimate liquidation of investments, could be material to the consolidated financial statements.  At December 31, 2010, total securities fair valued at level 3 by the General Partner (in consultation with the Investment Manager) were $389,177,344 and represented 23.16% of total partners’ capital.  In addition, at December 31, 2010, $56,853,226 listed common stocks representing 3.38% of total partners’ capital, respectively, consisted of holdings of 20 days or greater relative to the average daily trading volume of such common stocks or underlying common stocks.
 
Authoritative guidance on fair value measurements and disclosures established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to level 1 measurements, which include unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets and liabilities.  The next priority is given to level 2 measurements, which include quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly.  The lowest priority is given to level 3 measurements, which includes prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported with little or no market activity).
 

 
- 14 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2010

 
The following table sets forth the Master Fund’s investments by level within the fair value hierarchy at December 31, 2010:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
Investments in securities:
                       
Listed common stocks
  $ 1,079,477,472     $ -     $ -     $ 1,079,477,472  
Index product
    -       27,125,559       -       27,125,559  
Exchange traded funds
    18,213,658       -       -       18,213,658  
Options purchased
    125,187       1,206,953       -       1,332,140  
Investment fund
    -       -       2,275,376       2,275,376  
Private investments:
                               
Non-listed common stocks
    -       -       98,285,974       98,285,974  
Listed common stocks
    44,375,370       -       -       44,375,370  
Real estate
    -       -       278,667,033       278,667,033  
Investment funds
    -       -       9,948,961       9,948,961  
      1,142,191,687       28,332,512       389,177,344       1,559,701,543  
Investments sold short:
                               
Options written
    (5,938 )     (162,595 )     -       (168,533 )
      (5,938 )     (162,595 )     -       (168,533 )
Unrealized appreciation on equity access products
    -       14,789,513       -       14,789,513  
Net unrealized appreciation on forward currency contracts
    -       527,103       -       527,103  
Total
  $ 1,142,185,749     $ 43,486,533     $ 389,177,344     $ 1,574,849,626  
                                 
Cash equivalents - money market fund
  $ 1,309,345                          

 
The following table sets forth a summary of changes in the fair value of the Master Fund’s level 3 investments for the period July 1, 2010 through December 31, 2010:
 
   
Investments in Securities
 
         
Private Investments
 
   
Investment Fund
   
Non-Listed Common Stocks
   
Convertible Redeemable Preferred Stock
   
Real Estate
   
Investment Funds
   
Totals
 
                                     
Balance, beginning of period
  $ 5,467,706     $ 100,409,023     $ 17,410,118     $ 268,159,482     $ 9,572,620     $ 401,018,949  
Net purchases and dispositions
    (3,352,140 )     (25,040 )     (18,143,213 )     (6,545,218 )     2,375,044       (25,690,567 )
Net realized losses on investments in securities
    352,140       7,034       10,087,678       (119,885 )     -       10,326,967  
Net change in unrealized appreciation (depreciation) on investments in securities
    (192,330 )     (2,105,043 )     (9,354,583 )     17,172,654       (1,998,703 )     3,521,995  
Transfers in (a)
    -       -       -       -       -       -  
Transfers out(a)
    -       -       -       -       -       -  
Balance, end of period
  $ 2,275,376     $ 98,285,974     $ -     $ 278,667,033     $ 9,948,961     $ 389,177,344  
                                                 
Net change in unrealized appreciation (depreciation) from investments still held at the end of the period
  $ 159,810     $ (2,098,009 )   $ -     $ 17,052,769     $ (1,998,703 )   $ 13,115,867  
Gains from investments disposed of during the period
    -       -       733,095       -       -       733,095  
Total
  $ 159,810     $ (2,098,009 )   $ 733,095     $ 17,052,769     $ (1,998,703 )   $ 13,848,962  

 
(a)             The Master Fund's policy is to recognize transfers in/out at the effective date of the transfer.
 
 
- 15 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2010
 
All net realized and unrealized gains (losses) in the table above are reflected in the accompanying consolidated statement of operations.
 
The Master Fund transacts in a variety of derivative instruments including options, equity access products and forward foreign currency contracts for trading purposes with each instrument’s primary risk exposure being market and foreign exchange risk.
 
The following table sets forth the Master Fund’s fair value of derivative instruments at December 31, 2010 as presented in the consolidated statement of assets, liabilities and partners’ capital:
 
   
Notional or Contractual Amount
   
Fair Value
 
Investments in securities:
           
Options purchased:
           
Currency contracts
  $ 50,000,000     $ 664,133  
Commodities contracts
    8,000,000       542,820  
Index contracts
    24,000,000       97,287  
Equity contracts
    4,000,000       27,900  
              1,332,140  
Unrealized appreciation on equity access
               
products:
               
Equity contracts
    14,000,000       14,789,513  
Net unrealized depreciation on forward
               
foreign currency contracts:
               
Forward foreign currency contracts
    (66,000,000 )     527,103  
Investments sold short:
               
Options written:
               
           Currency contracts
    (50,000,000 )     (110,305 )
Commodities contracts
    (12,000,000 )     (52.290 )
           Index contracts
    (23,000,000 )     (5,938 )
              (168,533 )
Net derivatives
          $ 16,480,223  

 
The Master Fund’s activity in the above derivative instruments for the period July 1, 2010 through December 31, 2010 was below or approximately at the notional or contractual amounts shown.
 

 
- 16 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2010

 
The following table sets forth the Master Fund’s realized and unrealized gain (loss) on derivative instruments for the period July 1, 2010 through December 31, 2010 as presented in the consolidated statement of operations:
 
   
Net Realized Gain (Loss)
     
Net Change in Unrealized Appreciation (Depreciation)
 
               
Net realized gain (loss) on derivative transactions:
     
Net change in unrealized appreciation (depreciation) on derivative transactions:
     
Options purchased:
     
Options purchased:
     
Equity contracts
  $ (741,113 )
Equity contracts
  $ (136,729 )
Index contracts
    (8,000,972 )
Index contracts
    1,952,416  
Currency contracts
    2,690,456  
Currency contracts
    788,099  
Commodity contracts
    (2,732,560 )
Commodity contracts
    2,649,878  
Futures contracts:
       
Futures contracts:
       
Equity contracts
    14,770,967  
Equity contracts
    -  
Equity access products
    5,728,932  
Equity access products
    (448,173 )
Options written:
       
Options written:
       
Equity contracts
    262,193  
Equity contracts
    (26,800 )
Index contracts
    1,196,970  
Index contracts
    263,352  
Currency contracts
    966,739  
Currency contracts
    36,752  
Commodity contracts
    1,425,000  
Commodity contracts
    (1,339,418 )
Net realized gain (loss) on foreign currency transactions:
       
Net change in unrealized (appreciation) depreciation on foreign currency transactions:
       
Forward foreign exchange contracts
    (11,232,652 )
Forward foreign exchange contracts
    846,714  
                   
    $ 4,333,960       $ 4,586,091  

 
Income and Expense Recognition
Interest income is recorded on an accrual basis.  Dividend income is recognized on the ex-dividend date net of any withholding tax.  Other operating expenses are recorded on an accrual basis as incurred.  Expenses incurred in connection with the purchase of Designated Investments are included as a component of each of the investment's cost.
 
Income Taxes
No provision has been made in the accompanying financial statements for U.S. income taxes.  The Master Fund is not subject to such taxes; individual partners may be taxed on their proportionate share of the Master Fund’s income based on their individual circumstances.
 
The Master Fund is a Cayman Islands exempted limited partnership. Under the current laws of the Cayman Islands, there is no income, estate, transfer, sales or other taxes payable by the Master Fund.  The Master Fund trades stocks and securities for its own account and, as such, is generally not subject to U.S. tax on such earnings (other than certain withholding taxes indicated below).  The Investment Manager intends to conduct the business of the Master Fund to the maximum extent practicable so that the Master Fund’s activities do not constitute a U.S. trade or business.  Dividends as well as certain interest and other income received by the Master Fund from sources within the United States may be subject to, and reflected net of, United States withholding tax at the rate of 30%.  Interest, dividend and other income realized by the Master Fund from non-U.S. sources and capital gains realized on the sale of securities of non-U.S. issuers may be subject to withholding and other taxes levied by the jurisdiction in which the income is sourced.
 
 
- 17 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2010
 
The Master Fund conducts its investment activities in India through the Mauritius Companies which are tax residents of Mauritius and expect to obtain benefits under the double taxation treaty between Mauritius and India.  To obtain benefits under the double taxation treaty, the Mauritius Companies must meet certain tests and conditions, including the establishment of Mauritius tax residence and related requirements.  The Mauritius Companies have obtained certificates from the Mauritian authorities that they are residents of Mauritius.  Under the tax treaty a tax resident of Mauritius that has no permanent establishment in India will not be subject to tax on gains or profits in India on the sale of securities or tax on dividends paid by Indian companies.  Management believes that the Mauritius Companies qualify to obtain the benefits of the tax treaty and, accordingly, no provision for Indian income taxes has been made in the consolidated financial statements of the Master Fund.
 
The Master Fund files U.S. Federal income tax returns as well as returns in certain foreign jurisdictions.  With few exceptions, the Master Fund is no longer subject to income tax examinations by tax authorities for years before 2007.  There are currently no examinations being conducted of the Master Fund by the Internal Revenue Service or any other taxing authority.
 
The Master Fund follows the authoritative guidance for uncertainty in income taxes which requires the General Partner to determine whether a tax position of the Master Fund is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation by the applicable taxing authority, based on the technical merits of the position.  The tax benefits to be recognized are measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement which could result in the Master Fund recording a tax liability that would reduce partners’ capital.  The Master Fund did not have any unrecognized tax benefits resulting from tax positions related to either the period July 1, 2010 through December 31, 2010 or prior periods.  The General Partner does not expect any change in unrecognized tax benefits within the next year.
 
Cash and Cash Equivalents
Cash and cash equivalents include cash held on deposit and short-term investments with an original maturity of three months or less.  Cash equivalents are recorded at cost plus accrued interest which approximates fair value.  Additional information on cash receipts and payments is presented in the consolidated statement of cash flows.  The Master Fund maintains its cash balances with one or more financial institutions.
 
Foreign Currency Translation
The books and records of the Master Fund are maintained in U.S. dollars.  The fair value of investments and other assets and liabilities are translated at the prevailing exchange rates at the end of the period.  Purchases, sales, income and expenses are translated at the exchange rates prevailing on the respective dates of such transactions.  Net realized gain or loss on foreign currency transactions arises from the close out of forward foreign currency contracts and from currency gains or losses realized on non investment related assets and liabilities.  Net change in unrealized appreciation or depreciation on foreign currency arises from changes in the values of assets and liabilities, other than investments, resulting from changes in exchange rates and forward foreign currency contracts.  The Master Fund does not isolate the portion of realized and unrealized gain or loss on investments arising as a result of changes in foreign exchange rates on investments from the fluctuations arising from changes in the fair value of investments.
 
 
- 18 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2010
 
Foreign Currency Contracts
The Master Fund may enter into forward and spot foreign currency contracts.  A forward foreign currency contract is an agreement to buy or sell currencies of different countries on a specified future date at a specified rate.
 
The fair value of the contract will fluctuate with changes in currency exchange rates.  Contracts are fair valued at the current forward rates obtained from recognized market information providers, and the change in the fair value is recorded by the Master Fund as unrealized appreciation or depreciation of foreign currency contracts.  Realized gains or losses equal to the difference between the fair value of the contract at the time it was opened and the fair value at the time it was closed are recorded upon delivery or receipt of the currency or, if a foreign currency contract is offset by entering into another foreign currency contract with the same broker, upon settlement of the net gain or loss.  Unrealized gains and losses are reported as assets or liabilities.
 
Equity Access Products
The Master Fund enters into equity access products which are leveraged equity positions.  The leverage inherent in these instruments is provided by counterparties.  At December 31, 2010, the aggregate leverage amounted to approximately $14,000,000 and the collateral deposited with a counterparty amounted to approximately $8,500,000.  Interest earned on equity access product collateral is recorded as interest income.  Expenses on the financing underlying the equity access products are recorded as part of realized and unrealized gain or loss on investments.  A realized gain or loss is recorded upon termination of an equity access product.  Unrealized gains and losses are reported as assets or liabilities.
 
Index Products
The Master Fund enters into index products which are fully-paid depository type instruments provided by counterparties.  The performance for index products is recorded as part of realized or unrealized gain or loss on investments.
 
Futures Contracts
The Master Fund may enter into security index, financial and commodity futures contracts.  Upon entering into a futures contract, the Master Fund is required to deposit an amount equal to a certain percentage of the contract value.  On a daily basis and on the expiration date, payments are made or received by the Master Fund reflecting the aggregate change in the fair value of the contract.  Upon the closing of a contract, the Master Fund will recognize a realized gain or loss.
 
Margin Deposits with Brokers
Margin deposits held with the Master Fund’s brokers earn interest at a negotiated rate and are pledged as collateral for equity access products, forward foreign currency contracts and securities sold short.  At December 31, 2010, broker margin deposits were approximately $25,300,000 and are reflected in the consolidated statement of assets, liabilities and partners’ capital in due from broker.
 
Netting of Derivatives
The Master Fund nets unrealized gains and losses by counterparty and product type on the consolidated statement of assets, liabilities and partners' capital.
 
Financial Instruments
All assets and liabilities classified as financial instruments are reported at fair value.
 
 
- 19 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2010
 
Capital Contributions and Withdrawals
Capital contributions are recognized when received.  Withdrawals are recognized as liabilities when amounts requested in the withdrawal notice become fixed, which generally occurs on the last day of a fiscal period.  As a result, withdrawals paid after the end of the period, but based upon period-end partners’ capital values, are reflected as capital withdrawals payable at the end of the period.  Withdrawal notices received for which the dollar is not fixed remain in capital until the partners’ capital value used to determine the withdrawals amounts are determined.
 
 
3.Related Party Transactions
 
Certain Limited Partners of the Feeder Funds are affiliated with the Investment Manager or the General Partner.  At December 31, 2010, such affiliated Limited Partners had aggregate capital balances of approximately $109,600,000 with total capital contributed and committed amounting to $42,100,000.  In addition, at December 31, 2010, the General Partner had aggregate capital balances in the Feeder Funds of approximately $196,500,000.
 
 
4.Management Fees
 
The Mauritius Companies pay the Investment Manager an annual management fee calculated and paid quarterly in advance equal to the sum of 0.5% of their quarterly net asset values.  Management fees are charged on the cost basis or written down value of Designated Investments.  The management fees paid by the Mauritius Companies are reflected in these consolidated financial statements as management fee expense which was $15,970,935 for the period July 1, 2010 through December 31, 2010.
 
 
5.Incentive Allocation
 
No General Partner incentive allocations are made at the Master Fund level.  Such allocations are made at the Holdings and Feeder Funds level.
 
 
6.Administrator
 
The Master Fund entered into an administration agreement with Citi Hedge Fund Services (Cayman), Ltd. (the “Administrator”).  Subject to the General Partner’s supervision, the Administrator handles among other things, maintaining the Master Fund’s books and records and processing capital transactions.  The Master Fund pays the Administrator a fee for these services, approximately $150,000 for the period July 1, 2010 through December 31, 2010, which is included in professional fees in the consolidated statement of operations.
 
 
7.Partners’ Capital
 
Capital Contributions and Withdrawals
The Master Fund accepts contributions and withdrawals from the Feeder Funds quarterly or at such other times as the General Partner decides.
 
From inception through December 31, 2010, the Limited Partners had total capital commitments of $1,301,600,000, of which $1,301,600,000 has been contributed to the Feeder Funds, and total withdrawals of approximately $620,800,000.
 
Capital withdrawals payable in the consolidated statement of assets, liabilities and partners’ capital represent capital withdrawals effective December 31, 2010.
 
 
- 20 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2010
 
Allocation of Net Profits and Net Losses
The net profits and net losses of the Master Fund are allocated to Holdings and the Feeder Funds in proportion to relative capital interests on a quarterly basis and at such other times when capital transactions occur.  The General Partner does not receive an allocation of net profit or net loss at the Master Fund level.
 
For the period July 1, 2010 through December 31, 2010, all expenses were recorded by the Master Fund and allocated to Holdings and the Feeder Funds based on their proportionate share of the Master Fund, except for direct management fees charged to the Feeder Funds.
 
The Master Fund pays management fees to the Investment Manager on behalf of Holdings and the Feeder Funds.  For the period July 1, 2010 through December 31, 2010, the Master Fund paid $1,687,458 of these management fees.  The payment of such fees on behalf of the Feeder Funds was effected by deemed distributions of an equivalent amount.
 
Distributions
The Master Fund does not generally intend to pay distributions.  During the period July 1, 2010 through December 31, 2010, there were deemed distributions to Holdings and the Feeder Funds related to management fees the Master Fund paid on their behalf.
 
 
8.Risks
 
The following summary of certain risk factors is not intended to be a comprehensive summary of all risks inherent in investing in the Master Fund.
 
An investment in the Master Fund is highly speculative and involves a high degree of risk due to the nature of the Master Fund’s investments and the strategies employed.  There can be no assurance that the investment objectives of the Master Fund will be achieved.
 
The Master Fund has elements of risk not typically associated with investments in the United States as it is concentrated in India at December 31, 2010.  Such additional risks include, but are not limited to, political or economic conditions in India or the possible imposition of adverse governmental laws or currency exchange restrictions which could cause the securities and their market to be less liquid and prices more volatile than those comparable to the United States.  Indian or Mauritian tax law and the tax treaty between India and Mauritius are subject to change which may have an adverse impact on the Master Fund.  Because certain markets and instruments in which the Master Fund invests are volatile and may be illiquid or the Master Fund’s holdings of listed common stocks relative to the average daily trading volume of these common stocks is significant, the prices which may be realized upon disposition of certain listed common stocks and related equity access products may differ from the Master Fund’s carrying value.  Designated Investments by their nature can be long-term, illiquid, restricted as to their resale or without a readily ascertainable market value.  Such investments can take a significant period of time to reach a state of maturity at which liquidation can be considered.  At December 31, 2010, the fair value of Designated Investments was $386,901,968 (which excludes Designated Investments of $44,375,370 valued at their last available public sale price).  As discussed in Note 2, such fair value may not be ultimately realizable and the difference to the carrying values reported in the consolidated condensed schedule of investments could be material to the consolidated financial statements.  Also discussed in Note 2, equity access products have inherent leverage which magnifies the effect of any underlying security price change on the Master Fund's capital.
 
 
- 21 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2010
 
Real estate investments are subject to various risk factors.  Generally, real estate investments could be adversely affected by a recession or general economic downturn where the properties are located.  Real estate investment performance is also subject to the success that a particular property manager has in managing the property.
 
The Master Fund clears substantially all of its securities purchases and sales and maintains its foreign currency positions and forward contracts through and with Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC or CitiGroup the “Prime Brokers and Clearing Agents”, pursuant to clearance agreements.  Substantially all foreign currency, listed and unlisted securities, equity access products, options and forward contracts are maintained with the Prime Brokers and Clearing Agents and may be held by the Prime Brokers and Clearing Agents as collateral.  The Master Fund is subject to credit risk to the extent that the Prime Brokers and Clearing Agents may be unable to fulfill their obligations either to return the Master Fund’s securities and collateral or pay amounts owed.  Collateral requirements for open derivative positions (including equity access products and forward contracts) can change rapidly based on market conditions and can result in additional collateral calls or sales of collateral.
 
In the normal course of its business, the Master Fund trades various financial instruments and enters into certain investment activities with off-balance sheet risk and/or counterparty credit risk.  These financial instruments include futures, forwards, equity access products, index products, options and short sales.  Each of these financial instruments contains varying degrees of off-balance sheet risk whereby changes in the fair values of the securities underlying the financial instruments may affect the fair value of the contracts and such effects may be in excess of the amounts recognized in the consolidated statement of assets, liabilities and partners’ capital.  Short sales and written call options have unlimited risk.  The contract or notional amounts of these derivative instruments reflects the Master Fund’s extent of involvement in the particular class of financial instruments and does not represent amounts subject to risk of loss.  The Master Fund is exposed to credit risk associated with counterparty nonperformance to the extent of unrealized gains inherent in such contracts at the date of default.
 
The Master Fund may invest in securities or maintain cash denominated in currencies other than the U.S. dollar.  The Master Fund is exposed to risk that the exchange rate of the U.S. dollar relative to other currencies may change in a manner, which has an adverse affect on the reported value of the Master Fund’s assets and liabilities denominated in currencies other that the U.S. dollar.  The Master Fund has significant exposure to the Indian Rupee at December 31, 2010.
 
Legal, tax and regulatory changes could occur during the term of the Master Fund that may adversely affect the Master Fund.  The regulatory environment for hedge funds is evolving, and changes in the regulation of hedge funds may adversely affect the fair value of investments held by the Master Fund and the ability of the Master Fund to obtain the leverage it might otherwise obtain or to pursue its trading strategies.  In addition, securities and futures markets are subject to comprehensive statutes, regulations and margin requirements.  Regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies.  The regulation of derivative transactions and short selling and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions.  The effect of any future regulatory change on the Master Fund could be substantial and adverse.
 
The Master Fund incurs counterparty credit risks associated with various products including cash and cash equivalents, margin deposits with brokers, equity access products and index products.  Primary counterparties include Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC, CitiGroup and Deutsche Bank.  The Master Fund is subject to credit risk should any of these financial institutions be unable to fulfill their obligations.
 
 
- 22 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2010
 
Market risk is influenced by the nature of the items included in a particular category of financial instruments and by the relationship among various external factors.
 
At December 31, 2010, the Master Fund was concentrated in India and the industries listed in the consolidated condensed schedule of investments.
 
As discussed in Note 1, the Investment Manager provides investment management services to the Master Fund.  The Master Fund could be materially affected by the actions and liquidity of the Investment Manager.
 
As discussed in Note 1, the Master Fund’s investors are Holdings and the Feeder Funds.  The Master Fund could be materially affected by the actions of Holdings and the Feeder Funds or their underlying investors.  At December 31, 2010, the Feeder Funds had limited partners with individually significant capital balances including New Vernon India (Cayman) Fund LP which had one limited partner.
 
 
9.Commitments and Contingencies
 
In the normal course of business, the Master Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications.  The Master Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Master Fund that have not yet occurred.  The General Partner expects the risk of loss to be remote.
 
The Master Fund makes certain commitments to invest in private investments.  Unfunded commitments at December 31, 2010 amounted to approximately $48,800,000.
 
 
10.Financial Highlights
 
The following financial highlights are for the period July 1, 2010 through December 31, 2010.  Such results are not predictive of future performance.
 
Total return (1) (2)  10.30%
 
Ratios to weighted average limited partners’ capital (2)
 
Net investment loss(0.51)%
 
Total expenses  0.93%
 
 
(1)
Total return is calculated for the limited partners taken as a whole.  Total return is calculated based on the change in partners’ capital (adjusted for the effects of any capital contributions or withdrawals) for the current period only and, therefore does not reflect the history-to-date of the return of the Master Fund.  An individual limited partner’s return may vary from these returns based on such factors as the timing of capital transactions and Holding and Feeder Fund level income and expenses and incentive allocations.

 
(2)
Not annualized.  The ratios of net investment loss and total expenses to average limited partners’ capital on an annualized basis are (1.01)% and 1.87%, respectively.  These ratios are calculated based on average limited partners’ capital.
 
 
- 23 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2010
 
 
11.Subsequent Events
 
For the period January 1, 2011 through March 30, 2011, the Master Fund received total capital contributions of $14,300,000.
 
The Master Fund has performed an evaluation of subsequent events through March 30, 2011, which is the date the financial statements were available to be issued.
 

- 24 -


EX-99.3 OTHER FIN ST 10 exhibit996.htm 7/1 - 12/31/09 NVH I LP exhibit996.htm



 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Financial Statements
For the period July 1, 2009
through December 31, 2009

 
 

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Index
December 31, 2009
 


Page(s)
 
Report of Independent Auditors 1
 
Consolidated Financial Statements
 
Consolidated Statement of Assets, Liabilities and Partners’ Capital 2
 
Consolidated Condensed Schedule of Investments 3–6
 
Consolidated Statement of Operations 7
 
Consolidated Statement of Changes in Partners’ Capital 8
 
Consolidated Statement of Cash Flows 9
 
Notes to Consolidated Financial Statements 10–22
 


 
 

 
 
 
 
Report of Independent Auditors
 
 

 

 
 
To the Partners of NVH I LP
(a Cayman Islands exempted limited partnership)

In our opinion, the accompanying consolidated statement of assets, liabilities and partners’ capital, including the consolidated condensed schedule of investments, and the related consolidated statements of operations, of changes in partners’ capital and of cash flows present fairly, in all material respects, the financial position of NVH I LP and its subsidiaries at December 31, 2009, and the results of their operations, the changes in their partners’ capital and their cash flows for the period July1, 2009 through December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the General Partner.  Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit of these financial statements in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the General Partner, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.




/s/ PricewaterhouseCoopers LLP
 
 
 
March 26, 2010

 

 
- 1 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Statement of Assets, Liabilities and Partners' Capital
December 31, 2009
 


(in U.S. dollars)
 
     
Assets
     
Investments in securities, at fair value (cost $1,219,677,431)
  $ 1,682,709,274  
Cash and cash equivalents
    73,872,076  
Foreign cash (cost $69,575,408)
    70,650,038  
Due from broker
    40,353,127  
Unrealized appreciation on equity access products, at fair value
    13,440,001  
Receivable for investments sold
    2,197,234  
Capital contribution receivable
    200,000  
Dividends receivable
    88,104  
                     Total assets
  $ 1,883,509,854  
Liabilities and Partners’ Capital
       
Investments in securities sold short, at fair value (proceeds $1,757,000)
  $ 604,168  
Net unrealized depreciation on forward foreign currency contracts, at fair value
    4,380,027  
Capital withdrawals payable
    185,352,033  
Due to broker
    1,673,294  
Accounts payable and accrued expenses
    582,791  
Payable for investments purchased
    522,263  
                    Total liabilities
    193,114,576  
         
Commitments and Contingencies (Note 9)
       
         
Partners’ Capital
       
      General partner
    1,000  
      Limited partners
    1,690,394,278  
                    Total partners’ capital
    1,690,395,278  
                    Total liabilities and partners’ capital
  $ 1,883,509,854  
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 2 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Condensed Schedule of Investments
December 31, 2009
 


(in U.S. dollars)
     
Fair Value as a
       
Percent of
   
Fair
 
Total Partners’
Description
 
Value
  Capital
Investments in Securities
       
Listed Common Stocks
       
India
       
Financial Services
  $ 266,869,988    15.79%
Software
    117,306,269    6.94%
Pharmaceuticals
    92,262,209    5.46%
Automobiles
    91,797,227    5.43%
Construction
    81,322,303    4.81%
Materials
    68,912,314    4.08%
Infrastructure
    55,839,573    3.30%
Chemicals, Agro
    55,830,300    3.30%
Energy
    52,773,463    3.12%
Real Estate
    43,359,919    2.57%
Consumer Durables
    38,647,591    2.29%
Diversified
    37,915,650    2.24%
Food, Beverage
    33,686,187    1.99%
Auto Ancillaries
    21,037,411    1.24%
Logistics
    15,865,546    0.94%
Sugar
    12,391,744    0.73%
Light Engineering
    10,499,955    0.62%
Textile
    6,629,228    0.39%
Capital Goods
    5,675,520    0.34%
Telecom
    5,333,963    0.32%
Hotel
    5,104,110    0.30%
Total India listed common stocks (Cost $786,731,507)
    1,119,060,470    66.20%
Hong Kong
         
Diversified
    3,949,004    0.23%
Total Hong Kong listed common stocks (Cost $3,236,725)
    3,949,004    0.23%
United Kingdom
           
Real Estate
    1,673,595    0.10%
Total United Kingdom listed common stocks (Cost $3,828,800)
    1,673,595    0.10%
Total listed common stocks (Cost $793,797,032)
    1,124,683,069    66.53%
Index Product
                 
India
                 
NSE CNX Midcap Index (607,973 shares)
    97,129,322    5.75%
Total India index product (Cost $48,360,115)
    97,129,322    5.75%
Exchange Traded Funds
                 
United States of America
                 
Emerging Markets Funds
    4,496,620     0.27%
Total United States of America exchanged traded funds (Cost $3,978,914)
    4,496,620     0.27%
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 3 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Condensed Schedule of Investments
December 31, 2009
 

(in U.S. dollars)
   
Fair Value as a
 
         
Percent of
 
       
Fair
Total Partners’
 
Description
 
Value
 
          Capital
 
Options Purchased
     
United States Of America
     
Commodities
$               1,796,640
 
0.11%
Stocks
50,400
 
0.00%
 
Total United States of America options purchased (Cost $3,832,600)
1,847,040
 
0.11%
Investment Fund
       
India
       
Multi-Strategy Arbitrage Fund
5,318,356
 
0.31%
 
Total India investment fund (Cost $5,000,000)
5,318,356
 
0.31%
 
Private Investments
       
India
       
Non-Listed Common Stocks
         
Construction
 
40,496,467
 
2.40%
 
Financial Services
 
18,971,903
 
1.12%
 
Hotels
 
15,960,048
 
0.94%
 
Capital Goods
 
11,970,819
 
0.71%
 
Commercial Services
 
7,954,083
 
0.47%
 
Auto Ancillaries
3,700,041
 
0.22%
 
Software
2,795,962
 
0.17%
 
Media
2,104,064
 
0.12%
 
 
Total India non-listed common stocks (Cost $92,681,997)
103,953,387
 
6.15%
 
Listed Common Stocks (carried at exchange price)
       
Financial Services
36,189,503
 
2.14%
 
Logistics
17,985,962
 
1.06%
 
Automobiles
4,774,315
 
0.29%
 
Textile
1,421,386
 
0.08%
 
Total India listed common stocks (Cost $54,586,980)
60,371,166
 
3.57%
 
Convertible Redeemable Preferred Stocks
       
Food, Beverage
 
14,336,660
 
0.85%
 
Textile
 
2,455,671
 
0.15%
 
 
Total India convertible redeemable preferred stocks (Cost $10,239,578)
16,792,331
 
1.00%
 
Warrants
       
Textile
 
-
 
0.00%
 
Total India warrants (Cost $409,488)
-
 
0.00%
 
Real Estate
         
Silver Holdings Mauritius Limited, Various Cities, India
 
64,393,211
 
3.81%
 
Khajrana Ganesh (Carton) Limited, Gurgaon, India
 
44,495,803
 
2.63%
 
NV Realty Private Limited, Pune, India
 
37,628,406
 
2.23%
 
NV Developers Private Limited, Thane, India
 
32,033,063
 
1.90%
 
Carwel Estates Limited, Chennai, India
 
31,694,012
 
1.87%
 
Other
 
48,682,380
 
2.88%
 
Total India real estate (Cost $197,408,431)
258,926,875
 
15.32%
 
 
 
The accompanying notes are an integral part of these consolidated financial statements.


 
- 4 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Condensed Schedule of Investments
December 31, 2009
 


(in U.S. dollars)
   
Fair Value as a
         
Percent of
       
Fair
Total Partners’
Description
 
Value
 
                              Capital
Investment Funds
       
India
       
Real Estate
 
$              6,804,200
 
0.40%
Total India investment fund (Cost $6,017,750)
6,804,200
 
0.40%
Malaysia
       
Financial Services
 
2,386,908
 
0.14%
Total Malaysia investment fund (Cost $3,364,546)
2,386,908
 
0.14%
                        Total private investments (Cost $364,708,770)
449,234,867
 
26.58%
                        Total investments in securities (Cost $1,219,677,431)
$       1,682,709,274
 
99.55%
       
Investments in Securities Sold Short
     
Options Written
     
United States of America
     
Commodities
$               (604,168)
 
(0.04)%
Total United States of America options written (Proceeds $1,757,000)
$               (604,168)
 
(0.04)%

         
       
Unrealized
Appreciation
   
         
Equity Access Products (a) (b)
         
India
           
Diversified
   
$         9,624,569
 
0.57%
Financial Services
   
3,815,432
 
0.22%
Total India equity access products
 
13,440,001
 
0.79%
Unrealized appreciation on equity access products
 
$       13,440,001
 
0.79%
Forward Foreign Currency Contracts (0.26% of total partners’ capital) (b)
 
Amount in Indian Rupees
   Description
   
                         Maturities
 
Unrealized
Depreciation
9,308,707,500
US Dollar sold in exchange for Indian Rupee
 
1/11/2010-3/31/2010
 
$     (4,380,027)
 
Net unrealized depreciation on forward foreign currency contracts
     
$     (4,380,027)
 
Futures Contracts (b)
   
   
Number of Contracts
   Description
   
Maturities
 
Unrealized Appreciation (Depreciation)
 
8
  Various
 
Various
 
$                      -

 
(a)
Equity access products are collateralized as discussed in Note 2.  The Master Fund’s agreements with its counterparties are generally for multi-year durations.
 
(b)
Derivative contracts may increase or decrease the Master Fund’s economic exposure to individual issuers, industry or market developments in addition to the amounts shown as unrealized appreciation/depreciation.
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 5 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Condensed Schedule of Investments
December 31, 2009
 


Industry Concentration of Investments in Securities and Equity Access Products greater than 5% of Total Partners’ Capital
 
Fair Value of Positions as a Percent of Total Partners’ Capital
 
Financial Services
    19.41 %
Real Estate
    18.39 %
Construction
    7.21 %
Software
    7.11 %
Automobile
    5.72 %
Pharmaceuticals
    5.46 %
         
Country Concentration of Investments in Securities and Equity Access Products greater than 5% of Total Partners’ Capital
       
India
    99.49 %

 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 6 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Statement of Operations
For the Period July 1, 2009 through December 31, 2009
 



 
(in U.S. dollars)
 
     
Investment income
     
   Dividends (net of withholding taxes of $22,242)
  $ 5,933,716  
   Interest
    33,653  
            Total investment income
    5,967,369  
         
Expenses
       
   Management fees
    13,170,040  
   Professional fees
    1,255,921  
   Other
    126,773  
            Total expenses
    14,552,734  
            Net investment loss
    (8,585,365 )
Realized and unrealized gain (loss) on investments
       
Net realized gain (loss) on
       
   Investments in securities
    34,302,252  
   Investments in securities sold short
    (3,237,686 )
   Derivative transactions (including equity access products and futures contracts)
    13,814,220  
   Foreign currency transactions (including forward foreign currency contracts)
    (905,513 )
            Net realized gain
    43,973,273  
Net change in unrealized appreciation (depreciation) on
       
   Investments in securities
    289,411,814  
   Investments in securities sold short
    (2,284,894 )
   Derivative transactions (including equity access products and futures contracts)
    (1,694,744 )
   Foreign currency transactions (including forward foreign currency contracts)
    (6,872,148 )
            Net change in unrealized appreciation
    278,560,028  
            Net realized and unrealized gain on investments
    322,533,301  
            Net increase in partners’ capital resulting from operations
  $ 313,947,936  
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 7 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Statement of Changes in Partners’ Capital
For the Period July 1, 2009 through December 31, 2009
 


                   
(in U.S. dollars)
                 
                   
   
General
   
Limited
       
   
Partner
   
Partners
   
Total
 
                   
Partners' capital, July 1, 2009
  $ 1,000     $ 1,526,465,480     $ 1,526,466,480  
Capital contributions
    -       37,225,000       37,225,000  
Capital withdrawals
    -       (184,647,930 )     (184,647,930 )
Deemed distributions
    -       (2,596,208 )     (2,596,208 )
Allocation of net increase in partners’ capital
                       
   resulting from operations
    -       313,947,936       313,947,936  
Partners' capital, December 31, 2009
  $ 1,000     $ 1,690,394,278     $ 1,690,395,278  


 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 8 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Statement of Cash Flows
For the Period July 1, 2009 through December 31, 2009
 



(in U.S. dollars)
 
     
Cash flows from operating activities
     
Net increase in partners' capital resulting from operations
  $ 313,947,936  
Adjustments to reconcile net increase in partners' capital resulting from
       
operations to net cash used by operating activities:
       
Purchases of securities and equity access products
    (824,499,653 )
Payments to cover securities sold short
    (19,324,542 )
Proceeds from sales of securities and equity access products
    731,903,164  
Proceeds from securities sold short
    14,087,197  
Proceeds from closeouts of futures contracts
    14,947,017  
Payments on forward foreign currency contracts
    (905,513 )
Decrease in operating assets:
       
Due from broker
    (18,380,188 )
Dividends receivable
    1,228,231  
Decrease in operating liabilities:
       
Due to broker
    1,673,294  
Accounts payable and accrued expenses
    (1,919,074 )
Net change in unrealized appreciation on investments in securities and derivative transactions
    (287,717,070 )
Net change in unrealized depreciation of investments in securities sold short
    2,284,894  
Net change in unrealized depreciation on forward foreign currency contracts
    6,113,845  
Net realized gain on investments in securities and derivative transactions
    (48,116,472 )
Net realized loss on investments in securities sold short
    3,237,686  
Net realized loss on foreign currency transactions
    905,513  
              Net cash used by operating activities
    (110,533,735 )
Cash flows from financing activities
       
Capital contributions, net of change in capital contribution receivable
    37,025,000  
Capital withdrawals, net of change in capital withdrawals payable
    (832,346 )
Deemed distributions
    (2,596,208 )
                  Net cash provided by financing activities
    33,596,446  
                  Net decrease in cash and cash equivalents
    (76,937,289 )
Cash and cash equivalents (including foreign cash)
       
Beginning of period
    221,459,403  
End of period
  $ 144,522,114  
         

 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 9 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2009
 


 
1.Organization
 
NVH I LP (the “Master Fund”) is a Cayman Islands exempted limited partnership which commenced operations on November 8, 2004.  The Master Fund is governed by its agreement of limited partnership dated July 7, 2006 (the "Partnership Agreement").
 
The investment manager of the Master Fund is New Vernon Advisers LP (the “Investment Manager”), a Delaware limited liability partnership.  The Investment Manager is responsible for the investment decisions of the Master Fund and also assists with certain administrative functions.  The General Partner of the Master Fund is New Vernon Management LLC (the “General Partner”), a Delaware limited liability company.  The General Partner manages the business and affairs of the Master Fund and is affiliated with the Investment Manager.
 
The consolidated financial statements of the Master Fund represent the financial position and results of operations of the Master Fund, and its wholly-owned Mauritian subsidiaries: New Vernon India Limited, New Vernon Private Equity Limited and New Vernon Mauritius (collectively, the “Mauritius Companies”).
 
The Master Fund operates under a “master fund/feeder fund” structure where its limited partners invest substantially all of their assets in the Master Fund.  At December 31, 2009, New Vernon Holdings LP (“Holdings”) and New Vernon India Fund LP held interests in the partners’ capital of the Master Fund of 50.09% and 49.91%, respectively.  Holdings has two limited partners: New Vernon India (Cayman) Fund LP and New Vernon India (Cayman) Fund II LP, which own indirect interests in the partners’ capital of the Master Fund of 27.47% and 19.52%, respectively, at December 31, 2009.
 
New Vernon India (Cayman) Fund LP, New Vernon India (Cayman) Fund II LP and New Vernon India Fund LP are collectively called the “Feeder Funds”.  The limited partners of the Feeder Funds are referred to as the “Limited Partners”.
 
Nature of Investments
The Master Fund’s primary investment objective is to seek to earn a superior risk-adjusted return primarily through investments in a selection of Indian companies, Indian real estate projects and other assets.  Investments are primarily equity or equity related and may be structured either through direct or synthetic ownership.  “Indian Companies” are companies that: (i) are organized under the laws of India; (ii) have securities which are traded principally on any Indian stock exchange or in the Indian over-the-counter market; or (iii) are located outside of India and have the potential to benefit from access to Indian operations, markets, technologies, workforce or other capabilities.  “Indian Real Estate Projects” include the development and management of commercial, industrial and/or residential real estate and hospitality projects located within India.  The Master Fund may also invest up to 15% of total capital commitments of the Limited Partners in securities of issuers organized, having their principal place of business, or principal trading market in Hong Kong, Indonesia, Malaysia, Singapore, South Korea, Taiwan, Thailand, Japan, Sri Lanka, Pakistan, People’s Republic of China, Bangladesh, Vietnam or the Philippines as well as emerging market countries throughout Asia and elsewhere.
 
The Master Fund may also invest in other special investment opportunities.  Additionally, the Master Fund is authorized to use various investment strategies (across instruments, including but not restricted to, currency forwards, futures, options and other financial instruments) to seek to manage various market risks.  The Master Fund may also, from time to time, sell securities short without limitation.
 
 
- 10 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2009
 
The General Partner may designate up to 40% of total capital commitments of the Limited Partners as "Designated Investments" (termed “Private investments” in the consolidated condensed schedule of investments) because they will be, in the view of the General Partner, long term, illiquid or without a readily ascertainable market value.
 
 
2.Summary of Significant Accounting Policies
 
The following is a summary of the significant accounting policies followed by the Master Fund in the preparation of its consolidated financial statements.  The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements.  In particular, estimates are made relating to the fair value of securities (including Private Investments) and derivatives.  Actual results could differ from those estimates and such differences could be material to the Master Fund's financial statements.
 
Consolidation
The Master Fund consolidates its wholly-owned subsidiaries.  Intercompany accounts and transactions have been eliminated.
 
Investment Transactions
Investment and contractual transactions are recorded on a trade/contract date basis.  Realized gains and losses on security transactions are determined on the specific identification cost basis.
 
Investment Valuation
In general, when investments are listed on an established securities exchange or traded in the over-the-counter market (“OTC”), the Master Fund will value them at their last available public sale price.  Investments in investment funds will be valued at the fair value reported by such investment fund.  At December 31, 2009, the Master Fund held $45,883,784 of listed common stocks where the Master Fund's holdings relative to the average daily trading volume of these common stocks or underlying common stocks was 20 days or greater.
 
At December 31, 2009, $60,371,166 of investments consists of securities included in Designated Investments which are valued at the last available public sales price.
 
The Master Fund enters into equity access products.  Equity access products are OTC contracts that are valued at contractual terms based upon the last available public sale price of the underlying listed common stock.
 
The Master Fund also enters into index products.  Index products are fully-paid depository type instruments valued at contractual terms based upon the last available public sale price of the underlying listed common stock.
 
The Master Fund may buy or write put and call options through listed exchanges and the OTC market.  The buyer of an option has the right to purchase (in the case of a call option) or sell (in the case of a put option) a specified quantity of a specified security or currency at a specified price prior to or on a specified expiration date.  The writer of an option is exposed to the risk of loss if the market price of the underlying securities or currencies decreases (in the case of a put option) or increases (in the case of a call option).  The writer of an option can never profit more than the premium paid by the buyer but can lose an unlimited amount in the case of a written call option and can lose the difference between the strike price and zero in the case of a written put option.
 
 
- 11 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2009
 
Premiums received from writing options are recorded as liabilities.  If the value of a written option exceeds the premiums received, the excess is treated as an unrealized loss.  Conversely, if a premium exceeds the value, the excess, to the extent of premiums received, is treated as an unrealized gain.  When a written option expires on its stipulated expiration date or when the closing transaction is entered into, the related liability is extinguished and the Master Fund realizes a gain (or loss if the cost of the closing transaction exceeds the premium received when the option was written).  When an option is purchased, an amount equal to the premium paid is recorded as an investment and subsequently adjusted to the current value.  If the value of a purchased option exceeds the premium paid, the excess is treated as an unrealized gain.  Conversely, if the premium exceeds the value, the excess, to the extent of premiums paid, is treated as an unrealized loss.  When a purchased option expires on its stipulated expiration date or when a closing transaction is entered into, the premium paid on the purchase of the option is treated by the Master Fund as a realized loss.
 
Options listed on a national securities exchange are fair valued at their last available public sale price.  Investments in OTC option contracts are fair valued using one or more indicative quotations from financial institutions.
 
Forward foreign currency contracts are fair valued using forward rates obtained from recognized market information providers.  Futures contracts are traded on exchanges and are fair valued at their last available sale price.
 
Designated Investments are stated at fair value as determined in good faith by the General Partner (in consultation with the Investment Manager and where deemed appropriate by the Investment Manager,  receipt of third party prepared appraisals).  At December 31, 2009, there were 31 Designated Investments with an aggregate fair value of $449,234,867. The largest individual Designated Investment at December 31, 2009 had a fair value of $64,393,211.  At December 31, 2009, $16,792,331 consist of convertible securities valued using a discounted redemption value plus the fair value of the embedded option within such securities, if applicable.  For the remaining Designated Investments of $372,071,370 (which excludes Designated Investments of $60,371,166 fair valued at their last available public sale price), generally the General Partner (in consultation with the Investment Manager and where deemed appropriate by the Investment Manager, upon receipt of third party prepared appraisals) will initially fair value such investments at cost and will adjust the fair values to reflect meaningful third-party transactions in the private equity market, a significant change in the financial condition or operating performance of the investment, or other pertinent developments that otherwise warrant a change in the fair valuation of the investment.  Factors considered in fair valuing individual investments include, without limitation, available market prices, type of security, purchase price, purchases of the same or similar securities by other investors, marketability, restrictions on disposition, yield-to-maturity, current financial position and operating results and other pertinent information.  Real estate investments are fair valued considering various market, income and cost approaches.
 
Notwithstanding the foregoing, if in the reasonable judgment of the General Partner (in consultation with the Investment Manager), in its sole discretion, the listed or quoted price for an investment held by the Master Fund does not represent the fair value of such security or where price quotations are not readily available or where prices received are not deemed appropriate, such investment shall be valued at fair value as determined by the General Partner (in consultation with the Investment Manager).
 
 
- 12 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2009
 
Although the General Partner (in consultation with the Investment Manager and receipt of third party prepared appraisals) uses its best judgment in estimating the fair value of investments, there are inherent limitations in any estimation technique.  The fair value estimates presented herein are not necessarily the amount that the Master Fund could realize in a current transaction.  Future confirming events will also affect the estimates of fair value and the effect of such events on the estimates of fair value, including the ultimate liquidation of investments, could be material to the consolidated financial statements.  At December 31, 2009, total securities fair valued by the General Partner (in consultation with the Investment Manager) were $388,863,701 (which excludes Designated Investments of $60,371,166 valued at their last available public sale price) and represented 23.00% of total partners’ capital.  In addition, at December 31, 2009, $45,883,784 listed common stocks representing 2.71% of total partners’ capital, respectively, consisted of holdings of 20 days or greater relative to the average daily trading volume of such common stocks or underlying common stocks.
 
Authoritative guidance on fair value measurements and disclosures established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to level 1 measurements, which include unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets and liabilities.  The next priority is given to level 2 measurements, which include quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly.  The lowest priority is given to level 3 measurements, which includes prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported with little or no market activity).
 
The following table sets forth the Master Fund’s investments by level within the fair value hierarchy at December 31, 2009:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
Investments in securities:
                       
Listed common stocks
  $ 1,124,683,069     $ -     $ -     $ 1,124,683,069  
Index product
    97,129,322                       97,129,322  
Exchange traded funds
    4,496,620       -       -       4,496,620  
Options purchased
    50,400       1,796,640       -       1,847,040  
Investment fund
    -       -       5,318,356       5,318,356  
Private investments:
                               
Non-listed common stocks
    -       -       103,953,387       103,953,387  
Listed common stocks
    60,371,166       -       -       60,371,166  
Convertible redeemable preferred stock
    -       -       16,792,331       16,792,331  
Real estate
    -       -       258,926,875       258,926,875  
Investment funds
    -       -       9,191,108       9,191,108  
      1,286,730,577       1,796,640       394,182,057       1,682,709,274  
Investments sold short:
                               
Options written
    -       (604,168 )     -       (604,168 )
      -       (604,168 )     -       (604,168 )
Unrealized appreciation on equity access products
    -       13,440,001       -       13,440,001  
Net unrealized depreciation on forward currency contracts
    -       (4,380,027 )     -       (4,380,027 )
Total
  $ 1,286,730,577     $ 10,252,446     $ 394,182,057     $ 1,691,165,080  
                                 
Cash equivalents- money market fund
  $ 12,521,000                          
 

 
 
- 13 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2009
 
The following table sets forth a summary of changes in the fair value of the Master Fund’s level 3 investments for the period July 1, 2009 through December 31, 2009:
 
   
Investments in Securities
       
         
Private Investments
       
   
Investment Fund
   
Non-Listed Common Stocks
   
Convertible Redeemable Preferred Stock
   
Real Estate
   
Investment Funds
   
Warrants
   
Totals
 
                                           
Balance, beginning of period
  $ 5,068,364     $ 87,287,223     $ 18,215,815     $ 247,428,822     $ 7,682,177     $ -     $ 365,682,401  
Net purchases and dispositions
            (2,336,027 )     (3,183,618 )     13,032,360                       7,512,715  
Net realized losses on investments in securities
    -       (111,014 )     (91,955 )     -       -       (139,737 )     (342,706 )
Net change in unrealized appreciation (depreciation) on investments in securities
    249,992       19,113,205       1,852,089       (1,534,307 )     1,508,931       139,737       21,329,647  
Transfers in and out
    -       -       -       -       -       -       -  
Balance, end of period
  $ 5,318,356     $ 103,953,387     $ 16,792,331     $ 258,926,875     $ 9,191,108     $ -     $ 394,182,057  
                                                         
Net change in unrealized appreciation (depreciation) from investments still held at the end of the period
  $ 249,992     $ 19,002,191     $ 1,760,134     $ (1,534,307 )   $ 1,508,931     $ -     $ 20,986,941  
Losses from investments disposed of during the period
    -       -       -       -       -       (139,737 )     (139,737 )
Total
  $ 249,992     $ 19,002,191     $ 1,760,134     $ (1,534,307 )   $ 1,508,931     $ (139,737 )   $ 20,847,204  

 
All net realized and unrealized gains (losses) in the table above are reflected in the accompanying consolidated statement of operations.
 
Authoritative guidance on disclosures about derivative instruments and hedging activities requires enhanced disclosures about an entity’s derivative and hedging activities.
 
The Master Fund transacts in a variety of derivative instruments including equity access products and forward foreign currency contracts for trading purposes with each instrument’s primary risk exposure being market and foreign exchange risk.
 

 
- 14 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2009
 



The following table sets forth the Master Fund’s fair value of derivative instruments at December 31, 2009 as presented in the consolidated statement of assets, liabilities and partners’ capital:
 
   
Notional or Contractual Amount
   
Fair Value
 
Investments in securities:
           
Options purchased:
           
Commodity contracts
  $ 35,000,000     $ 1,796,640  
Equity contracts
    8,000,000       50,400  
              1,847,040  
Unrealized appreciation on equity access products:
               
Equity contracts
    15,000,000       13,440,001  
Net unrealized depreciation on forward foreign currency contracts:
               
Forward foreign currency contracts
    (195,000,000 )     (4,380,027 )
Investments sold short:
               
Options written:
               
Commodity contracts
    (45,000,000 )     (604,168 )
              (604,168 )
Net derivatives
          $ 10,302,846  

 
The Master Fund’s activity in the above derivative instruments for the period July 1, 2009 through December 31, 2009 was below or approximately at the notional or contractual amounts shown.
 
The following table sets forth the Master Fund’s realized and unrealized gain (loss) on derivative instruments for the period July 1, 2009 through December 31, 2009 as presented in the consolidated statement of operations:
 
   
Net Realized Gain (Loss)
     
Net Change in Unrealized Appreciation (Depreciation)
 
               
Net realized gain (loss) on derivative transactions:
     
Net change in unrealized appreciation (depreciation) on derivative transactions:
     
Options purchased:
     
Options purchased:
     
Equity contracts
  $ (9,951,562 )
Equity contracts
  $ 333,711  
Foreign exchange contracts
    3,457,662  
Foreign exchange contracts
    (5,035,600 )
Commodity contracts
    -  
Commodity contracts
    (284,526 )
Futures contracts:
       
Futures contracts:
       
Equity contracts
    12,346,143  
Equity contracts
    -  
Equity access products
    1,183,425  
Equity access products
    7,246,130  
Options written:
       
Options written:
       
Equity contracts
    2,520,177  
Equity contracts
    (239,599 )
Foreign exchange contracts
    4,258,375  
Foreign exchange contracts
    (4,015,352 )
Commodity contracts
    -  
Commodity contracts
    300,492  
Net realized gain (loss) on foreign currency transactions:
       
Net change in unrealized (appreciation) depreciation on foreign currency transactions:
       
Foreign exchange contracts
    (11,863 )
Foreign exchange contracts
    (6,113,845 )
                   
    $ 13,802,357       $ (7,808,589 )

 
Income and Expense Recognition
Interest income is recorded on an accrual basis.  Dividend income is recognized on the ex-dividend date net of any withholding tax.  Other operating expenses are recorded on an accrual basis as incurred.  Expenses incurred in connection with the purchase of Designated Investments are included as a component of each of the investment's cost.
 
 
- 15 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2009
 
Income Taxes
No provision has been made in the accompanying financial statements for U.S. income taxes.  The Master Fund is not subject to such taxes; individual partners may be taxed on their proportionate share of the Master Fund’s income based on their individual circumstances.
 
The Master Fund is a Cayman Islands exempted limited partnership. Under the current laws of the Cayman Islands, there is no income, estate, transfer, sale or other taxes payable by the Master Fund.  The Master Fund trades stocks and securities for its own account and, as such, is generally not subject to U.S. tax on such earnings (other than certain withholding taxes indicated below).  The Investment Manager intends to conduct the business of the Master Fund to the maximum extent practicable so that the Master Fund’s activities do not constitute a U.S. trade or business.  Dividends as well as certain interest and other income received by the Master Fund from sources within the United States may be subject to, and reflected net of, United States withholding tax at the rate of 30%.  Interest, dividend and other income realized by the Master Fund from non-U.S. sources and capital gains realized on the sale of securities of non-U.S. issuers may be subject to withholding and other taxes levied by the jurisdiction in which the income is sourced.
 
The Master Fund conducts its investment activities in India through the Mauritius Companies which are tax residents of Mauritius and expect to obtain benefits under the double taxation treaty between Mauritius and India.  To obtain benefits under the double taxation treaty, the Mauritius Companies must meet certain tests and conditions, including the establishment of Mauritius tax residence and related requirements.  The Mauritius Companies have obtained certificates from the Mauritian authorities that they are residents of Mauritius.  Under the tax treaty a tax resident of Mauritius that has no permanent establishment in India will not be subject to tax on gains or profits in India on the sale of securities or tax on dividends paid by Indian companies.  Management believes that the Mauritius Companies qualify to obtain the benefits of the tax treaty and, accordingly, no provision for Indian income taxes has been made in the consolidated financial statements of the Master Fund.
 
The Master Fund files U.S. Federal income tax returns as well as returns in certain foreign jurisdictions.  With few exceptions, the Master Fund is no longer subject to income tax examinations by tax authorities for years before 2006.  There are currently no examinations being conducted of the Master Fund by the Internal Revenue Service or any other taxing authority.
 
The Master Fund recognizes interest and penalties related to the underpayment of income taxes in operating expenses; however, during the period July 1, 2009 through December 31, 2009, no such interest and penalties were incurred.
 
The Master Fund follows authoritative guidance for uncertainty in income taxes which requires the General Partner to determine whether a tax position of the Master Fund is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation by the applicable taxing authority, based on the technical merits of the position.  The tax benefits to be recognized are measured as the largest amount of benefit that is greater fifty percent likely of being realized upon ultimate settlement which could result in the Master Fund recording a tax liability that would reduce partners’ capital.  The Master Fund did not have any unrecognized tax benefits resulting from tax positions related to either the period July 1, 2009 through December 31, 2009 or prior periods.  The General Partner does not expect any change in unrecognized tax benefits within the next year.
 
 
- 16 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2009
 
Cash and Cash Equivalents
Cash and cash equivalents include cash held on deposit and short-term investments with an original maturity of three months or less.  Cash equivalents are recorded at cost plus accrued interest which approximates fair value.  Additional information on cash receipts and payments is presented in the consolidated statement of cash flows.  The Master Fund maintains its cash balances with one or more financial institutions.
 
Foreign Currency Translation
The books and records of the Master Fund are maintained in U.S. dollars.  The fair value of investments and other assets and liabilities are translated at the prevailing exchange rates at the end of the period.  Purchases, sales, income and expenses are translated at the exchange rates prevailing on the respective dates of such transactions.  Net realized gain or loss on foreign currency transactions arises from the close out of forward foreign currency contracts and from currency gains or losses realized on non investment related assets and liabilities.  Net change in unrealized appreciation or depreciation on foreign currency arises from changes in the values of assets and liabilities, other than investments, resulting from changes in exchange rates and forward foreign currency contracts.  The Master Fund does not isolate the portion of realized and unrealized gain or loss on investments arising as a result of changes in foreign exchange rates on investments from the fluctuations arising from changes in the fair value of investments.
 
Foreign Currency Contracts
The Master Fund may enter into forward and spot foreign currency contracts.  A forward foreign currency contract is an agreement to buy or sell currencies of different countries on a specified future date at a specified rate.
 
The fair value of the contract will fluctuate with changes in currency exchange rates.  Contracts are fair valued daily at the current forward rates obtained from recognized market information providers, and the change in the fair value is recorded by the Master Fund as unrealized appreciation or depreciation of foreign currency contracts.  Realized gains or losses equal to the difference between the fair value of the contract at the time it was opened and the fair value at the time it was closed are recorded upon delivery or receipt of the currency or, if a foreign currency contract is offset by entering into another foreign currency contract with the same broker, upon settlement of the net gain or loss.  Unrealized gains and losses are reported as assets or liabilities.
 
Equity Access Products
The Master Fund enters into equity access products which are leveraged equity positions.  The leverage inherent in these instruments is provided by counterparties.  At December 31, 2009, the aggregate leverage amounted to approximately $15,000,000 and the collateral deposited with a counterparty amounted to approximately $8,500,000.  Interest earned on equity access product collateral is recorded as interest income.  Expenses on the financing underlying the equity access products are recorded as part of realized and unrealized gain or loss on investments.  A realized gain or loss is recorded upon termination of an equity access product.  Unrealized gains and losses are reported as assets or liabilities.
 
Index Products
The Master Fund enters into index products which are fully-paid depository type instruments provided by counterparties.  Performance on index products is recorded as part of realized or unrealized gain or loss on investments.
 
 
- 17 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2009
 
Futures Contracts
The Master Fund may enter into security index, financial and commodity futures contracts.  Upon entering into a futures contract, the Master Fund is required to deposit an amount equal to a certain percentage of the contract value.  On a daily basis and on the expiration date, payments are made or received by the Master Fund reflecting the aggregate change in the fair value of the contract.  Upon the closing of a contract, the Master Fund will recognize a realized gain or loss.  Unrealized gains and losses are reported as assets or liabilities.
 
Margin Deposits with Brokers
Margin deposits held with the Master Fund’s brokers earn interest at a negotiated rate and are pledged as collateral for equity access products, forward foreign currency contracts and securities sold short.  At December 31, 2009, broker margin deposits were approximately $40,350,000 and are reflected in the consolidated statement of assets, liabilities and partners’ capital in due from broker.
 
Netting of Derivatives
The Master Fund nets realized and unrealized gains and losses by counterparty and product type.
 
Financial Instruments
All assets and liabilities classified as financial instruments are reported at fair value.
 
Capital Contributions and Withdrawals
Capital contributions are recognized when received.  Withdrawals are recognized as liabilities when amounts requested in the withdrawal notice become fixed, which generally occurs on the last day of a fiscal period.  As a result, withdrawals paid after the end of the year, but based upon year-end partners’ capital values, are reflected as capital withdrawals payable at the end of the year.  Withdrawal notices received for which the dollar is not fixed remain in capital until the partners’ capital value used to determine the withdrawals amounts are determined.
 
 
3.Related Party Transactions
 
Certain Limited Partners of the Feeder Funds are affiliated with the Investment Manager or the General Partner.  At December 31, 2009, total capital contributed and committed to by such affiliated Limited Partners was $45,069,000.
 
 
4.Management Fees
 
The Mauritius Companies pay the Investment Manager an annual management fee calculated and paid quarterly in advance equal to the sum of 0.5% of their quarterly net asset values.  Management fees are charged on the cost basis or written down value of Designated Investments.  The management fees paid by the Mauritius Companies are reflected in these consolidated financial statements as management fee expense which was $13,170,040 for the period July 1, 2009 through December 31, 2009.
 
 
5.Incentive Allocation
 
No General Partner incentive allocations are made at the Master Fund level.  Such allocations are made at the Holdings and Feeder Funds level.
 
 
- 18 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2009
 
 
6.Administrator
 
The Master Fund entered into an administration agreement with Citi Hedge Fund Services (Cayman), Ltd. (the “Administrator”).  Subject to the General Partner’s supervision, the Administrator handles among other things, maintaining the Master Fund’s books and records and processing capital transactions.  The Master Fund pays the Administrator a fee for these services, approximately $150,000 for the period July 1, 2009 through December 31, 2009, which is included in professional fees in the consolidated statement of operations.
 
 
7.Partners’ Capital
 
Capital Contributions and Withdrawals
The Master Fund accepts contributions and withdrawals from the Feeder Funds quarterly or at such other times as the General Partner decides.
 
From inception through December 31, 2009, the Limited Partners had total capital commitments of $1,202,615,000, of which $1,202,115,000 has been contributed to the Feeder Funds, and total withdrawals of approximately $311,000,000.
 
Capital withdrawals payable in the consolidated statement of assets, liabilities and partners’ capital represent capital withdrawals effective December 31, 2009.
 
Allocation of Net Profits and Net Losses
The net profits and net losses of the Master Fund are allocated to Holdings and the Feeder Funds in proportion to relative capital interests on a quarterly basis and at such other times when capital transactions occur.  The General Partner does not receive an allocation of net profit or net loss at the Master Fund level.
 
During the period ended December 31, 2009, all expenses were recorded by the Master Fund and allocated to Holdings and the Feeder Funds based on their proportionate share of the Master Fund, except for direct management fees charged to the Feeder Funds.
 
The Master Fund pays management fees to the Investment Manager on behalf of Holdings and the Feeder Funds.  For the period July 1, 2009 through December 31, 2009, the Master Fund paid $2,596,208 of these management fees.  The payment of such fees on behalf of the Feeder Funds was effected by deemed distributions of an equivalent amount.
 
Distributions
The Master Fund does not generally intend to pay distributions.  During the period July 1, 2009 through December 31, 2009, there were deemed distributions to Holdings and the Feeder Funds related to management fees the Master Fund paid on their behalf.
 
 
8.Risks
 
The following summary of certain risk factors is not intended to be a comprehensive summary of all risks inherent in investing in the Master Fund.
 
An investment in the Master Fund is highly speculative and involves a high degree of risk due to the nature of the Master Fund’s investments and the strategies employed.  There can be no assurance that the investment objectives of the Master Fund will be achieved.
 
 
- 19 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2009
 
The Master Fund has elements of risk not typically associated with investments in the United States as it is concentrated in India at December 31, 2009.  Such additional risks include, but are not limited to, political or economic conditions in India or the possible imposition of adverse governmental laws or currency exchange restrictions which could cause the securities and their market to be less liquid and prices more volatile than those comparable to the United States.  Indian or Mauritian tax law and the tax treaty between India and Mauritius are subject to change which may have an adverse impact on the Master Fund.  Because certain markets and instruments in which the Master Fund invests are volatile and may be illiquid or the Master Fund’s holdings of listed common stocks relative to the average daily trading volume of these common stocks is significant, the prices which may be realized upon disposition of certain listed common stocks and related equity access products may differ from the Master Fund’s carrying value.  Designated Investments by their nature can be long-term, illiquid, restricted as to their resale or without a readily ascertainable market value.  Such investments can take a significant period of time to reach a state of maturity at which liquidation can be considered.  At December 31, 2009, the fair value of Designated Investments was $388,863,701 (which excludes Designated Investments of $60,371,166 valued at their last available public sale price).  As discussed in Note 2, such fair value may not be ultimately realizable and the difference to the carrying values reported in the consolidated condensed schedule of investments could be material to the consolidated financial statements.  Also discussed in Note 2, equity access products have inherent leverage which magnifies the effect of any underlying security price change on the Master Fund's capital.
 
Real estate investments are subject to various risk factors.  Generally, real estate investments could be adversely affected by a recession or general economic downturn where the properties are located.  Real estate investment performance is also subject to the success that a particular property manager has in managing the property.
 
The Master Fund clears substantially all of its securities purchases and sales and maintains its foreign currency positions and forward contracts through Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC, or CitiGroup, the “Prime Brokers”, pursuant to clearance agreements.  Substantially all foreign currency, listed and unlisted securities, equity access products, options and forward contracts are maintained with the Prime Brokers and may be held by the Prime Brokers as collateral.  The Master Fund is subject to credit risk to the extent that the Prime Brokers may be unable to fulfill their obligations either to return the Master Fund’s securities and collateral or pay amounts owed.  Collateral requirements for open derivative positions (including equity access products and forward contracts) can change rapidly based on market conditions and can result in additional collateral calls or sales of collateral.
 
In the normal course of its business, the Master Fund trades various financial instruments and enters into certain investment activities with off-balance sheet risk and/or counterparty credit risk.  These financial instruments include futures, forwards, equity access products, index products, options and short sales.  Each of these financial instruments contains varying degrees of off-balance sheet risk whereby changes in the fair values of the securities underlying the financial instruments may affect the fair value of the contracts and such effects may be in excess of the amounts recognized in the consolidated statement of assets, liabilities and partners’ capital.  Short sales and written call options have unlimited risk.  The contract or notional amounts of these derivative instruments reflects the Master Fund’s extent of involvement in the particular class of financial instruments and does not represent amounts subject to risk of loss.  The Master Fund is exposed to credit risk associated with counterparty nonperformance to the extent of unrealized gains inherent in such contracts at the date of default.
 
 
- 20 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2009
 
The Master Fund may invest in securities or maintain cash denominated in currencies other than the U.S. dollar.  The Master Fund is exposed to risk that the exchange rate of the U.S. dollar relative to other currencies may change in a manner, which has an adverse affect on the reported value of the Master Fund’s assets and liabilities denominated in currencies other that the U.S. dollar.  The Master Fund has significant exposure to the Indian Rupee at December 31, 2009.
 
Legal, tax and regulatory changes could occur during the term of the Master Fund that may adversely affect the Master Fund.  The regulatory environment for hedge funds is evolving, and changes in the regulation of hedge funds may adversely affect the fair value of investments held by the Master Fund and the ability of the Master Fund to obtain the leverage it might otherwise obtain or to pursue its trading strategies.  In addition, securities and futures markets are subject to comprehensive statutes, regulations and margin requirements.  Regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies.  The regulation of derivative transactions and short selling and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions.  The effect of any future regulatory change on the Master Fund could be substantial and adverse.
 
The Master Fund incurs counterparty credit risks associated with various products including cash and cash equivalents, margin deposits with brokers, equity access products and index products.  Primary counterparties include Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC, CitiGroup and Deutsche Bank.  The Master Fund is subject to credit risk should any of these financial institutions be unable to fulfill their obligations.
 
Market risk is influenced by the nature of the items included in a particular category of financial instruments and by the relationship among various external factors.
 
At December 31, 2009, the Master Fund was concentrated in India and the industries listed in the consolidated condensed schedule of investments.
 
As discussed in Note 1, the Investment Manager provides investment management services to the Master Fund.  The Master Fund could be materially affected by the actions and liquidity of the Investment Manager.
 
As discussed in Note 1, the Master Fund’s investors are Holdings and the Feeder Funds.  The Master Fund could be materially affected by the actions of Holdings and the Feeder Funds or their underlying investors.  At December 31, 2009, the Feeder Funds had limited partners with individually significant capital balances including New Vernon India (Cayman) Fund LP which had one limited partner.
 
 
9.Commitments and Contingencies
 
In the normal course of business, the Master Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications.  The Master Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Master Fund that have not yet occurred.  The General Partner expects the risk of loss to be remote.
 
The Master Fund makes certain commitments to invest in private investments.  Unfunded commitments at December 31, 2009 amounted to approximately $49,500,000.
 
 
- 21 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
December 31, 2009
 
 
10.Financial Highlights
 
The following financial highlights are for the period July 1, 2009 through December 31, 2009.  Such results are not predictive of future performance.
 
Total return (1) (2) 20.32%
 
Ratios to weighted average limited partners’ capital (2)
 
Net investment loss(0.51)%
 
Total expenses  0.86%
 
 
(1)
Total return is calculated for the limited partners taken as a whole.  Total return is calculated based on the change in partners’ capital (adjusted for the effects of any capital contributions or withdrawals) for the current period only and, therefore does not reflect the history-to-date of the return of the Master Fund.  An individual limited partner’s return may vary from these returns based on such factors as the timing of capital transactions and Holding and Feeder Fund level income and expenses and incentive allocations.

 
(2)
Not annualized.  The ratios of net investment loss and total expenses to average limited partners’ capital on an annualized basis are (1.02)% and 1.73%, respectively.  These ratios are calculated based on average limited partners’ capital.
 
 
11.Subsequent Events
 
For the period January 1, 2010 through March 26, 2010, the Master Fund received total capital contributions of $30,000,000.
 
The Master Fund has performed an evaluation of subsequent events through March 26, 2010, which is the date the financial statements were available to be issued.
 

- 22 -


EX-99.3 OTHER FIN ST 11 exhibit997.htm 1/1 - 6/30/11 NVH I LP exhibit997.htm



 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Financial Statements
For the period January 1, 2011
through June 30, 2011

 
 

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Index
June 30, 2011
 


Page(s)
 
Report of Independent Auditors 1
 
Consolidated Financial Statements
 
Consolidated Statement of Assets, Liabilities and Partners’ Capital 2
 
Consolidated Condensed Schedule of Investments 3–6
 
Consolidated Statement of Operations 7
 
Consolidated Statement of Changes in Partners’ Capital 8
 
Consolidated Statement of Cash Flows 9
 
Notes to Consolidated Financial Statements 10–23
 


 
 

 

 
 
 
Report of Independent Auditors
 
 

 
 
To the Partners of NVH I LP
(a Cayman Islands exempted limited partnership)

In our opinion, the accompanying consolidated statement of assets, liabilities and partners’ capital, including the consolidated condensed schedule of investments, and the related consolidated statements of operations, of changes in partners’ capital and of cash flows present fairly, in all material respects, the financial position of NVH I LP and its subsidiaries at June 30, 2011, and the results of their operations, the changes in their partners’ capital and their cash flows for the period January 1, 2011 through June 30, 2011, in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the General Partner.  Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit of these financial statements in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the General Partner, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.


 
/s/ PricewaterhouseCoopers LLP
 
 
 
September 23, 2011


 
 
- 1 -

 


 
NVH I LP
 
  (a Cayman Islands exempted limited partnership)
     
Consolidated Statement of Assets, Liabilities and Partners' Capital
 
 June 30, 2011
     
       
 (in U.S. dollars)
     
       
 Assets
     
 Investments in securities, at fair value (cost $1,061,838,783)
  $ 1,342,407,719  
 Cash and cash equivalents
    119,331,649  
 Foreign cash  (cost $58,601,839)
    58,885,352  
 Due from broker
    41,716,495  
 Receivable for investments sold
    11,680,714  
 Unrealized appreciation on equity access products, at fair value
    7,322,500  
 Dividends receivable
    3,471,223  
 Total assets
  $ 1,584,815,652  
 Liabilities and Partners' Capital
       
 Liabilities
       
 Investment in securities sold short, at fair value  (proceeds $357,500)
  $ 17,259  
 Capital withdrawals payable
    13,890,684  
 Payable for investments purchased
    12,282,930  
 Contributions received in advance
    2,625,000  
 Accounts payable and accrued expenses
    459,264  
 Net unrealized depreciation on forward foreign currency contracts, at fair value
    199,394  
 Total liabilities
    29,474,531  
         
 Commitments and Contingencies (Note 9)
       
         
 Partners' Capital
       
 General partner
    1,000  
 Limited partners
    1,555,340,121  
 Total partners' capital
    1,555,341,121  
 Total liabilities and partners' capital
  $ 1,584,815,652  

The accompanying notes are an integral part of these consolidated financial statements.

 
- 2 -

 


NVH I LP
  (a Cayman Islands exempted limited partnership)
       
 Consolidated Condensed Schedule of Investments
 June 30, 2011
               
 (in U.S. dollars)
       
Fair Value as a
             
Percent of
         
 Fair
 
Total Partners'
Description
   
 Value
 
Capital
Investment in Securities
       
Listed Common Stocks
       
India
             
Financial Services
   
 $225,920,978
 
14.54%
Diversified
     
 95,035,054
 
6.11%
Software
     
 72,600,987
 
4.67%
Consumer Products
 
 58,932,966
 
3.79%
Pharmaceuticals
   
 52,266,103
 
3.36%
Telecom
     
 50,876,419
 
3.27%
Construction
   
 41,596,172
 
2.67%
Automobiles
   
 38,704,398
 
2.49%
Energy
     
 37,693,896
 
2.42%
Chemicals, Agro
   
 37,634,379
 
2.42%
Materials
     
 37,077,798
 
2.38%
Real Estate
     
 28,154,990
 
1.81%
Logistics
     
 22,871,535
 
1.47%
Information Technology
 
 21,158,390
 
1.36%
Infrastructure
   
 20,684,412
 
1.33%
Food, Beverage
   
 13,728,739
 
0.88%
Textile
     
 10,494,456
 
0.67%
Consumer Discretionary
 
 9,067,604
 
0.58%
Auto Ancilliaries
   
 6,753,853
 
0.43%
Hotel
       
 5,029,428
 
0.32%
Others
     
 13,352,963
 
0.86%
   
Total India listed common stocks (Cost $721,034,619)
 
 899,635,520
 
57.83%
Indonesia
           
Financial Services
   
 19,979,208
 
1.28%
   
Total Indonesia listed common stocks (Cost $20,003,714)
 
 19,979,208
 
1.28%
United States of America
       
Financial Services
   
 7,628,427
 
0.49%
Food, Beverage
   
 4,206,131
 
0.27%
   
Total United States of America listed common stocks
       
   
(Cost $11,356,574)
 
 11,834,558
 
0.76%
United Kingdom
         
Real Estate
     
 120,795
 
0.01%
   
Total United Kingdom listed common stocks (Cost $291,018)
 
 120,795
 
0.01%
   
Total listed common stocks (Cost $752,685,925)
 
 931,570,081
 
59.88%

 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 3 -

 


         Fair Value as a
         Percent of
     Fair    Total Partners'
Options Purchased
    Value     Capital
India
             
Currency
     
 $43,738
 
0.00%
Index
       
 74,276
 
0.00%
   
Total India options purchased (Cost $850,103)
 
 118,014
 
0.00%
United States of America
       
Commodities
   
 397,570
 
0.03%
   
Total United States of America options purchased (Cost $834,150)
 397,570
 
0.03%
   
Total options purchased (Cost $1,684,253)
 
 515,584
 
0.03%
Private Investments
       
India
             
Non-Listed Common Stocks
       
Construction
   
 28,549,699
 
1.84%
Hotel
       
 26,980,458
 
1.73%
Commercial Services
 
 11,047,654
 
0.71%
Financial Services
   
 10,235,226
 
0.66%
Capital Goods
   
 5,998,745
 
0.39%
Software
     
 3,567,523
 
0.23%
   
Total India non-listed common stocks (Cost $75,484,624)
 
 86,379,305
 
5.56%
Listed Common Stocks (carried at exchange price)
       
Financial Services
   
 19,117,325
 
1.23%
Automobiles
   
 7,864,523
 
0.51%
Textile
     
 3,617,474
 
0.23%
   
Total India listed common stocks (Cost $31,703,998)
 
 30,599,322
 
1.97%
Real Estate
           
Silver Holdings Mauritius Limited, Various Cities, India
 
 64,352,023
 
4.15%
Khajrana Ganesh (Carton) Limited, Gurgaon, India
 
 55,810,956
 
3.59%
NV Developers Private Limited, Thane, India
 
 41,186,244
 
2.65%
NV Realty Private Limited, Pune, India
 
 40,142,824
 
2.58%
Carwel Estates Limited, Chennai, India
 
 26,808,326
 
1.72%
Other
     
 55,673,308
 
3.58%
   
Total India real estate (Cost $190,792,629)
 
 283,973,681
 
18.27%
 
 
The accompanying notes are an integral part of these consolidated financial statements.


 
- 4 -

 


         Fair Value as a
         Percent of
Private Investments, continued
    Fair     Total Partners'
Investment Fund
      Value     Capital
India
             
Real Estate
     
 $5,772,300
 
0.37%
   
Total India investment fund (Cost $6,017,750)
 
 5,772,300
 
0.37%
               
Malaysia
           
Diversified
     
 3,597,446
 
0.23%
   
Total Malaysia investment fund (Cost $3,469,604)
 
 3,597,446
 
0.23%
   
Total private investments (Cost $307,468,605)
 
 410,322,054
 
26.40%
   
Total investments in securities (Cost $1,061,838,783)
 
 $1,342,407,719
 
86.31%
               
Investments in Securities Sold Short
       
Options Written
         
United States of America
       
Commodities
   
 $(12,450)
 
0.00%
   
Total United States of America options written (Proceeds $332,000)
 (12,450)
 
0.00%
India
             
Currency
     
 (4,809)
 
0.00%
   
Total India options written (Proceeds $25,500)
 
 (4,809)
 
0.00%
   
Total options written (Proceeds $357,500)
 
 (17,259)
 
(0.00)%
   
Total investment in securities sold short (Proceeds $357,500)
 
 $(17,259)
 
(0.00)%

 
The accompanying notes are an integral part of these consolidated financial statements.


 
- 5 -

 


               Fair Value as a
               Percent of
           Fair    Total Partners'
           Value    Capital
               
         
 Unrealized
   
Equity Access Products (a) (b)
 
 Appreciation
   
India
             
Diversified
     
 $7,322,500
 
0.47%
   
Total unrealized appreciation on India equity access products
 
 $7,322,500
 
0.47%
Forward Foreign Currency Contracts ((0.01%) of partners' capital) (b)
       
 
Amount in
           
 
Indian
         
 Unrealized
 
Rupees
 
Description
 
 Maturities
 
 Appreciation
 1,355,700,000
US Dollar sold in exchange for Indian Rupee
 
 July 2011
 
 $(199,394)
     
      Net unrealized depreciation on forward
       
     
      foreign currency contracts
     
 $(199,394)
               
Futures Contracts (b)
     
 Unrealized
 
Number of
 
Description
 
 Maturities
 
 Appreciation
 
Contracts
         
(Depreciation)
         
 July 2011 -
   
 
18
 
Various
 
September 2011
 
 $-
               
 
(a)
Equity access products are collateralized as discussed in Note 2.  The Master Fund's agreement with its
   
counterparties are generally for multi-year durations.
       
 
(b)
Derivative contracts may increase  or  decrease  the  Master  Fund's  economic  exposure  to  individual
   
issuers,   industry   or   market   developments   in   addition   to   the   amounts   shown   as   unrealized
   
appreciation/depreciation.
       
               
               
         
Fair Value of
   
         
Positions as a
   
         
 Percent of
   
Industry Concentration of Investments in Securities and Equity
 
 Total Partners'
   
Access Products greater than 5% of Total Partners' Capital
 
 Capital
   
Real Estate
     
20.45%
   
Financial Services
   
18.43%
   
Diversified
     
6.58%
   
               
Country Concentration of Investments in Securities and Equity
       
Access Products greater than 5% of Total Partners' Capital
       
India
       
84.47%
   


 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 6 -

 


NVH I LP
 
(a Cayman Islands exempted limited partnership)
 
Consolidated Statement of Operations
 
  For the Period January 1, 2011 through June 30, 2011
     
       
(in U.S. dollars)
     
       
Investment income
     
Dividends (net of withholding taxes of $73,658)
  $ 6,832,485  
Interest
    11,089  
Total investment income
    6,843,574  
         
Expenses
       
Management fees
    10,909,574  
Professional fees
    1,535,559  
Other
    120,546  
Total expenses
    12,565,679  
Net investment loss
    (5,722,105 )
         
Realized and unrealized gain (loss) on investments
       
Net realized gain (loss) on
       
Investments in securities
    27,351,557  
Investments in securities sold short
    (46,933 )
Derivative transactions (including equity access products and futures contracts)
    (5,071,615 )
Foreign currency transactions (including forward foreign currency contracts)
    (1,259,103 )
Net realized gain
    20,973,906  
Net change in unrealized appreciation (depreciation) on
       
Investments in securities
    (136,262,399 )
Investments in securities sold short
    400,016  
Derivative transactions (including equity access products and futures contracts)
    (8,085,532 )
Foreign currency transactions (including forward foreign currency contracts)
    (1,313,614 )
Net change in unrealized depreciation
    (145,261,529 )
Net realized and unrealized loss on investments
    (124,287,623 )
Net decrease in partners' capital resulting from operations
  $ (130,009,728 )

 
The accompanying notes are an integral part of these consolidated financial statements.
 

 
- 7 -

 


NVH I LP
 
(a Cayman Islands exempted limited partnership)
 
Consolidated Statement of Changes in Partners' Capital
 
For the Period January 1, 2011 through June 30, 2011
       
                   
(in U.S. dollars)
                 
                   
   
General
   
Limited
       
   
Partner
   
Partners
   
Total
 
Partners' capital, January 1, 2011
  $ 1,000     $ 1,680,084,456     $ 1,680,085,456  
Capital contributions
    -       23,300,000       23,300,000  
Capital withdrawals
    -       (13,759,491 )     (13,759,491 )
Deemed distributions
    -       (4,275,116 )     (4,275,116 )
Pro-rata allocation of net decrease in partners'
                       
capital resulting from operations
    -       (130,009,728 )     (130,009,728 )
Partners' capital, June 30, 2011
  $ 1,000     $ 1,555,340,121     $ 1,555,341,121  


 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 8 -

 


NVH I LP
 
(a Cayman Islands exempted limited partnership)
 
Consolidated Statement of Cash Flows
 
  For the Period January 1, 2011 through June 30, 2011
     
       
(in U.S.dollars)
     
       
Cash flows from operating activities
     
Net decrease in partners' capital resulting from operations
  $ (130,009,728 )
Adjustments to reconcile net decrease in partners' capital resulting from operations to net
       
cash provided by operating activities:
       
Purchase of securities and equity access products
    (851,236,935 )
Payments to cover securities sold short
    (676,973 )
Proceeds from sales of securities and equity access products
    959,189,123  
Proceeds from securities sold short
    4,252,627  
Payments from closeouts of future contracts
    (5,318,650 )
Payments on forward foreign currency contracts
    (1,259,103 )
Increase in operating assets:
       
Due from broker
    (16,409,034 )
Dividends receivable
    (3,362,427 )
Decrease in operating liabilities:
       
Due to broker
    (1,330,388 )
Accounts payable and accrued expenses
    (324,256 )
Net change in unrealized appreciation on investments in securities and derivatives transactions
    144,347,931  
Net change in unrealized depreciation on investments in securities sold short
    (400,016 )
Net change in unrealized depreciation on foreign currency
       
 (including forward foreign currency contracts)
    726,497  
Net realized gain on investments in securities and derivatives transactions
    (22,279,942 )
Net realized loss on investments in securities sold short
    46,933  
Net realized loss on foreign currency transactions (including forward currency contracts)
    1,259,103  
Net cash provided by operating activities
    77,214,762  
Cash flows from financing activities
       
Capital contributions, net of change in capital contributions received in advance
    25,925,000  
Capital withdrawals, net of change in capital withdrawals payable
    (306,226,559 )
Deemed distributions
    (4,275,116 )
Net cash used by financing activities
    (284,576,675 )
Net decrease in cash and cash equivalents
    (207,361,913 )
Cash and cash equivalents (including foreign cash)
       
Beginning of period
    385,578,914  
End of period
  $ 178,217,001  
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 9 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2011
 
 
 
1.Organization
 
NVH I LP (the “Master Fund”) is a Cayman Islands exempted limited partnership which commenced operations on November 8, 2004.  The Master Fund was governed by its agreement of limited partnership dated January 7, 2006 (the "Partnership Agreement") which was amended and restated on August 1, 2011.
 
The investment manager of the Master Fund is New Vernon Advisers LP (the “Investment Manager”), a Delaware limited liability partnership.  The Investment Manager is responsible for the investment decisions of the Master Fund and also assists with certain administrative functions.  The General Partner of the Master Fund is New Vernon Management LLC (the “General Partner”), a Delaware limited liability company.  The General Partner manages the business and affairs of the Master Fund and is affiliated with the Investment Manager.
 
The consolidated financial statements of the Master Fund represent the financial position and results of operations of the Master Fund, its wholly-owned Mauritian subsidiaries: New Vernon India Limited, New Vernon Private Equity Limited and New Vernon Mauritius (collectively, the “Mauritius Companies”) and its wholly-owned Singapore subsidiary, Marjoram Pte. Limited (“Marjoram”).
 
The Master Fund operates under a “master fund/feeder fund” structure where its limited partners invest substantially all of their assets in the Master Fund.  At June 30, 2011, New Vernon Holdings LP (“Holdings”), New Vernon India Fund LP and New Vernon India Fund II LP held interests in the partners’ capital of the Master Fund of 43.74%, 53.08% and 3.18%, respectively.  Holdings has two limited partners: New Vernon India (Cayman) Fund LP and New Vernon India (Cayman) Fund II LP, which own indirect interests in the partners’ capital of the Master Fund of 17.31% and 21.50%, respectively, at June 30, 2011.
 
New Vernon India (Cayman) Fund LP, New Vernon India (Cayman) Fund II LP, New Vernon India Fund LP and New Vernon India Fund II LP are collectively called the “Feeder Funds”.  The limited partners of the Feeder Funds are referred to as the “Limited Partners”.
 
Nature of Investments
The Master Fund’s stated primary investment objective is to seek to earn a risk-adjusted return primarily through investments in a selection of Indian companies, Indian real estate projects and other assets.  Investments are primarily equity or equity related and may be structured either through direct or synthetic ownership.  “Indian Companies” are companies that: (i) are organized under the laws of India; (ii) have securities which are traded principally on any Indian stock exchange or in the Indian over-the-counter market; or (iii) are located outside of India and have the potential to benefit from access to Indian operations, markets, technologies, workforce or other capabilities.  “Indian Real Estate Projects” include the development and management of commercial, industrial and/or residential real estate and hospitality projects located within India.  The Master Fund may also invest up to 15% of total capital commitments of the Limited Partners in securities of issuers organized, having their principal place of business, or principal trading market in Hong Kong, Indonesia, Malaysia, Singapore, South Korea, Taiwan, Thailand, Japan, Sri Lanka, Pakistan, People’s Republic of China, Bangladesh, Vietnam or the Philippines as well as emerging market countries throughout Asia and elsewhere.
 
The Master Fund may also invest in other special investment opportunities.  Additionally, the Master Fund is authorized to use various investment strategies (across instruments, including but not restricted to, currency forwards, futures, options and other financial instruments) to seek to manage various market risks.  The Master Fund may also, from time to time, sell securities short without limitation.
 
The General Partner may designate up to 40% of total capital commitments of the Limited Partners as "Designated Investments" (termed “Private investments” in the consolidated condensed schedule of investments) because they will be, in the view of the General Partner, long term, illiquid or without a readily ascertainable market value.
 
 
- 10 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2011
 
 
2.Summary of Significant Accounting Policies
 
The following is a summary of the significant accounting policies followed by the Master Fund in the preparation of its consolidated financial statements.  The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements.  In particular, estimates are made relating to the fair value of securities (including Private Investments) and derivatives.  Actual results could differ from those estimates and such differences could be material to the Master Fund's financial statements.
 
Consolidation
The Master Fund consolidates its wholly-owned subsidiaries.  Intercompany accounts and transactions have been eliminated.
 
Investment Transactions
Investment and contractual transactions are recorded on a trade/contract date basis.  Realized gains and losses on security transactions are determined on the specific identification cost basis.
 
Investment Valuation
In general, when investments are listed on an established securities exchange or traded in the over-the-counter market (“OTC”), the Master Fund will value them at their last available public sale price.  Investments in investment funds will be valued at the fair value reported by such investment fund which the General Partner believes represents fair value.  At June 30, 2011, the Master Fund held $49,470,851 of listed common stocks where the Master Fund's holdings relative to the average daily trading volume of these common stocks or underlying common stocks was 20 days or greater.
 
At June 30, 2011, $30,599,322 of investments consists of securities included in Designated Investments which are valued at the last available public sale price.
 
At June 30, 2011, there were two investments in investment funds which were fair valued at the net asset value reported by such investment funds.  Investments in investment funds includes a private equity fund investing in real estate opportunities in India, with a fair value of $5,772,300, and a private equity fund investing in opportunities in Malaysia and other emerging markets, with a fair value of $3,597,446.  The investments in private equity funds cannot be redeemed.  Distributions from each fund will be received as the underlying investments of the funds are liquidated with estimated liquidation of the underlying investments ranging from six to eight years.
 
The Master Fund enters into equity access products.  Equity access products are OTC contracts that are valued at contractual terms based upon the last available public sale price of the underlying listed common stock.
 

 
- 11 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2011

The Master Fund also invests in index products.  Index products are fully-paid depository type instruments valued at contractual terms based upon the last available public sale price of the underlying listed common stock.
 
The Master Fund may buy or write put and call options through listed exchanges and the OTC market.  The buyer of an option has the right to purchase (in the case of a call option) or sell (in the case of a put option) a specified quantity of a specified security or currency at a specified price prior to or on a specified expiration date.  The writer of an option is exposed to the risk of loss if the market price of the underlying securities or currencies decreases (in the case of a put option) or increases (in the case of a call option).  The writer of an option can never profit more than the premium paid by the buyer but can lose an unlimited amount in the case of a written call option and can lose the difference between the strike price and zero in the case of a written put option.
 
Premiums received from writing options are recorded as liabilities.  If the value of a written option exceeds the premiums received, the excess is treated as an unrealized loss.  Conversely, if a premium exceeds the value, the excess, to the extent of premiums received, is treated as an unrealized gain.  When a written option expires on its stipulated expiration date or when the closing transaction is entered into, the related liability is extinguished and the Master Fund realizes a gain (or loss if the cost of the closing transaction exceeds the premium received when the option was written).  When an option is purchased, an amount equal to the premium paid is recorded as an investment and subsequently adjusted to the current value.  If the value of a purchased option exceeds the premium paid, the excess is treated as an unrealized gain.  Conversely, if the premium exceeds the value, the excess, to the extent of premiums paid, is treated as an unrealized loss.  When a purchased option expires on its stipulated expiration date or when a closing transaction is entered into, the premium paid on the purchase of the option is treated by the Master Fund as a realized loss.
 
Options listed on a national securities exchange are fair valued at their last available public sale price.  Investments in OTC option contracts are fair valued using one or more indicative quotations from financial institutions.
 
Forward foreign currency contracts are fair valued using forward rates obtained from recognized market information providers.  Futures contracts are traded on exchanges and are fair valued at their last available sale price.
 
Designated Investments are stated at fair value as determined in good faith by the General Partner (in consultation with the Investment Manager and where deemed appropriate by the Investment Manager,  receipt of third party prepared appraisals).  At June 30, 2011, there were 24 Designated Investments with an aggregate fair value of $410,322,054.  The largest individual Designated Investment at June 30, 2011 had a fair value of $64,352,023.  Generally the General Partner (in consultation with the Investment Manager and where deemed appropriate by the Investment Manager, upon receipt of third party prepared appraisals) will initially value such investments at cost which the General Partner believes is representative of fair value (excluding Designated Investments of $30,599,322 fair valued at their last available public sale price)  and will adjust the fair values to reflect meaningful third-party transactions in the private equity market, a significant change in the financial condition or operating performance of the investment, or other pertinent developments that otherwise warrant a change in the fair valuation of the investment.  Level 3 investments include investments in funds, private equity and real estate investments.  When observable prices are not available for these investments, the General Partner uses one or more valuation techniques for which sufficient and reliable data is available.  Valuation techniques for private equity investments include utilizing multiples derived from peer company comparable data or relevant market indices.  Factors considered in fair valuing individual investments include, without limitation, available market prices, type of security, purchase price, purchases of the same or similar securities by other investors, marketability, restrictions on disposition, yield-to-maturity, current financial position and operating results and other pertinent information.  Real estate investments are fair valued considering various market, income and cost approaches.  Valuation techniques include direct capitalization methods utilizing expected revenue and market-based capitalization rates as well as present value methods discounting expected future cash flows utilizing market-based discount rates.
 
 
- 12 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2011
 
Notwithstanding the foregoing, if in the reasonable judgment of the General Partner (in consultation with the Investment Manager), in its sole discretion, the price for an investment held by the Master Fund does not represent the fair value of such security or where price quotations are not readily available or where prices received are not deemed appropriate, such investment shall be valued at fair value as determined by the General Partner (in consultation with the Investment Manager).
 
Although the General Partner (in consultation with the Investment Manager and receipt of third party prepared appraisals) uses its best judgment in estimating the fair value of investments, there are inherent limitations in any estimation technique.  The fair value estimates presented herein are not necessarily the amount that the Master Fund could realize in a current transaction.  Future confirming events will also affect the estimates of fair value and the effect of such events on the estimates of fair value, including the ultimate liquidation of investments, could be material to the consolidated financial statements.  At June 30, 2011, total securities at level 3 fair valued by the General Partner (in consultation with the Investment Manager) were $379,722,732 and represented 24.41% of total partners’ capital.  In addition, at June 30, 2011, $49,470,851 of listed common stocks representing 3.18% of total partners’ capital, respectively, consisted of holdings of 20 days or greater relative to the average daily trading volume of such common stocks or underlying common stocks.
 
Authoritative guidance on fair value measurements and disclosures established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to level 1 measurements, which include unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets and liabilities.  The next priority is given to level 2 measurements, which include quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly.  The lowest priority is given to level 3 measurements, which includes prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported with little or no market activity).
 

 
- 13 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2011
 
The following table sets forth the Master Fund’s investments by level within the fair value hierarchy at June 30, 2011:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
Investments in securities:
                       
Listed common stocks
  $ 931,570,081     $ -     $ -     $ 931,570,081  
Options purchased
    74,276       441,308       -       515,584  
Private investments:
                               
Non-listed common stocks
    -       -       86,379,305       86,379,305  
Listed common stocks
    30,599,322       -       -       30,599,322  
Real estate
    -       -       283,973,681       283,973,681  
Investment funds
    -       -       9,369,746       9,369,746  
      962,243,679       441,308       379,722,732       1,342,407,719  
Investments sold short:
                               
Options written
    -       (17,259 )     -       (17,259 )
      -       (17,259 )     -       (17,259 )
Unrealized appreciation on equity access products
    -       7,322,500       -       7,322,500  
Net unrealized depreciation on forward currency contracts
    -       (199,394 )     -       (199,394 )
Total
  $ 962,243,679     $ 7,547,155     $ 379,722,732     $ 1,349,513,566  
                                 
Cash equivalents - money market fund
  $ 23,641,163                          

 
The following table sets forth a summary of changes in the fair value of the Master Fund’s level 3 investments for the period January 1, 2011 through June 30, 2011:
 
   
Investments in Securities
 
         
Private Investments
 
   
Investment Fund
   
Non-Listed Common Stocks
   
Real Estate
   
Investment Funds
   
Totals
 
                               
Balance, beginning of period
  $ 2,275,376     $ 98,285,974     $ 278,667,033     $ 9,948,961     $ 389,177,344  
Purchases
    -       -       15,000       -       15,000  
Dispositions
    (2,203,264 )     -       -       (1,948,978 )     (4,152,242 )
Net realized losses on investments in securities
    203,264       -       -       1,003,158       1,206,422  
Net change in unrealized appreciation (depreciation) on investments in securities
    (275,376 )     (11,906,669 )     5,291,648       366,605       (6,523,792 )
Transfers in (a)
    -       -       -       -       -  
Transfers out (a)
    -       -       -       -       -  
Balance, end of period
  $ -     $ 86,379,305     $ 283,973,681     $ 9,369,746     $ 379,722,732  
                                         
Net change in unrealized appreciation (depreciation) from investments still held at the end of the period
  $ -     $ (11,906,669 )   $ 5,291,648     $ 1,369,763     $ (5,245,258 )
Total
  $ -     $ (11,906,669 )   $ 5,291,648     $ 1,369,763     $ (5,245,258 )

 
(a)             The Master Fund's policy is to recognize transfers in/out at the effective date of the transfer.
 
All net realized and unrealized gains (losses) in the table above are reflected in the accompanying consolidated statement of operations.
 
 
- 14 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2011
 
The Master Fund transacts in a variety of derivative instruments including options, equity access products and forward foreign currency contracts for trading purposes with each instrument’s primary risk exposure being market and foreign exchange risk.
 
The following table sets forth the Master Fund’s fair value of derivative instruments at June 30, 2011 as presented in the consolidated statement of assets, liabilities and partners’ capital:
 
   
Notional or Contractual Amount
   
Fair Value
 
Investments in securities:
           
Options purchased:
           
Currency contracts
  $ 25,000,000     $ 43,738  
Commodities contracts
    8,000,000       397,570  
Index contracts
    45,000,000       74,276  
              515,584  
Futures purchased:
Equity contracts
    8,000,000       -  
Unrealized appreciation on equity access
               
products:
               
Equity contracts
    5,000,000       7,322,500  
Net unrealized depreciation on forward
               
foreign currency contracts:
               
Forward foreign currency contracts
    (30,000,000 )     (199,394 )
Investments sold short:
               
Options written:
               
           Currency contracts
    (10,000,000 )     (4,809 )
                 Commodities contracts
    (12,000,000 )     (12,450 )
              (17,259 )
Futures written:
Equity contracts
    (2,000,000 )     -  
Net derivatives
          $ 7,621,431  
                 

 
The Master Fund’s activity in the above derivative instruments for the period January 1, 2011 through June 30, 2011 was below or approximately at the notional or contractual amounts shown.
 

 
- 15 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2011

The following table sets forth the Master Fund’s realized and unrealized gain (loss) on derivative instruments for the period January 1, 2011 through June 30, 2011 as presented in the consolidated statement of operations:
 
   
Net Realized Gain (Loss)
     
Net Change in Unrealized Appreciation (Depreciation)
 
               
Net realized gain (loss) on derivative transactions:
     
Net change in unrealized appreciation (depreciation) on derivative transactions:
     
Options purchased:
     
Options purchased:
     
Equity contracts
  $ (2,425,339 )
Equity contracts
  $ 168,328  
Index contracts
    (2,025,187 )
Index contracts
    (1,437 )
Currency contracts
    (475,516 )
Currency contracts
    (240,145 )
Commodity contracts
    176,767  
Commodity contracts
    (145,250 )
Futures contracts:
       
Futures contracts:
       
Equity contracts
    (5,448,598 )
Equity contracts
    -  
Equity access products
    2,718,181  
Equity access products
    (7,467,012 )
Options written:
       
Options written:
       
Equity contracts
    1,336,689  
Equity contracts
    -  
Index contracts
    850,321  
Index contracts
    (263,352 )
Currency contracts
    307,500  
Currency contracts
    (176,504 )
Commodity contracts
    (86,433 )
Commodity contracts
    39,840  
Net realized gain (loss) on foreign currency transactions:
       
Net change in unrealized (appreciation) depreciation on foreign currency transactions:
       
Forward foreign exchange contracts
    (1,207,355 )
Forward foreign exchange contracts
    (726,497 )
                   
    $ (6,278,970 )     $ (8,812,029 )

 
Income and Expense Recognition
Interest income is recorded on an accrual basis.  Dividend income is recognized on the ex-dividend date net of any withholding tax.  Other operating expenses are recorded on an accrual basis as incurred.  Expenses incurred in connection with the purchase of Designated Investments are included as a component of each of the investment's cost.
 
Income Taxes
No provision has been made in the accompanying financial statements for U.S. income taxes.  The Master Fund is not subject to such taxes; individual partners may be taxed on their proportionate share of the Master Fund’s income based on their individual circumstances.
 
The Master Fund is a Cayman Islands exempted limited partnership. Under the current laws of the Cayman Islands, there is no income, estate, transfer, sales or other taxes payable by the Master Fund.  The Master Fund trades stocks and securities for its own account and, as such, is generally not subject to U.S. tax on such earnings (other than certain withholding taxes indicated below).  The Investment Manager intends to conduct the business of the Master Fund to the maximum extent practicable so that the Master Fund’s activities do not constitute a U.S. trade or business.  Dividends as well as certain interest and other income received by the Master Fund from sources within the United States may be subject to, and reflected net of, United States withholding tax at the rate of 30%.  Interest, dividend and other income realized by the Master Fund from non-U.S. sources and capital gains realized on the sale of securities of non-U.S. issuers may be subject to withholding and other taxes levied by the jurisdiction in which the income is sourced.
 
 
- 16 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2011
 
The Master Fund conducts investment activities in India through the Mauritius Companies which are tax residents of Mauritius and expect to obtain benefits under the double taxation treaty between Mauritius and India.  To obtain benefits under the double taxation treaty, the Mauritius Companies must meet certain tests and conditions, including the establishment of Mauritius tax residence and related requirements.  The Mauritius Companies have obtained certificates from the Mauritian authorities that they are residents of Mauritius.  Under the tax treaty a tax resident of Mauritius that has no permanent establishment in India will not be subject to tax on gains or profits in India on the sale of securities or tax on dividends paid by Indian companies.  Management believes that the Mauritius Companies qualify to obtain the benefits of the tax treaty and, accordingly, no provision for Indian income taxes has been made in the consolidated financial statements of the Master Fund.
 
Marjoram is a tax resident of Singapore and expects to obtain benefits under Singapore’s tax exemption for resident funds.  To obtain these benefits, Marjoram must meet certain tests and conditions, including the establishment as a Singapore tax resident and other related requirements.  Marjoram’s application as a resident fund has been approved by the Singaporean authorities.  Under the tax exemption for resident fund scheme, investment income such as profits, gains, dividends and interest from specified investments is exempt from Singapore tax.  Management believes that Marjoram qualifies to obtain the benefit of the tax exemption for resident funds and, accordingly, no provision for Singaporean income taxes has been made in the consolidated financial statements of the Master Fund.
 
The Master Fund files U.S. Federal income tax returns as well as returns in certain foreign jurisdictions.  With few exceptions, the Master Fund is no longer subject to income tax examinations by tax authorities for years before 2007.  There are currently no examinations being conducted of the Master Fund by the Internal Revenue Service or any other taxing authority.
 
The Master Fund follows the authoritative guidance for uncertainty in income taxes which requires the General Partner to determine whether a tax position of the Master Fund is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation by the applicable taxing authority, based on the technical merits of the position.  The tax benefits to be recognized are measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement which could result in the Master Fund recording a tax liability that would reduce partners’ capital.  The Master Fund did not have any unrecognized tax benefits resulting from tax positions related to either the period January 1, 1011 through June 30, 2011 or prior periods.  The General Partner does not expect any change in unrecognized tax benefits within the next year.
 
Cash and Cash Equivalents
Cash and cash equivalents include cash held on deposit and short-term investments with an original maturity of three months or less.  Cash equivalents are recorded at cost plus accrued interest which approximates fair value.  Additional information on cash receipts and payments is presented in the consolidated statement of cash flows.  The Master Fund maintains its cash balances with one or more financial institutions.
 
Foreign Currency Translation
The books and records of the Master Fund are maintained in U.S. dollars.  The fair value of investments and other assets and liabilities are translated at the prevailing exchange rates at the end of the period.  Purchases, sales, income and expenses are translated at the exchange rates prevailing on the respective dates of such transactions.  Net realized gain or loss on foreign currency transactions arises from the close out of forward foreign currency contracts and from currency gains or losses realized on non investment related assets and liabilities.  Net change in unrealized appreciation or depreciation on foreign currency arises from changes in the values of assets and liabilities, other than investments, resulting from changes in exchange rates and forward foreign currency contracts.  The Master Fund does not isolate the portion of realized and unrealized gain or loss on investments arising as a result of changes in foreign exchange rates on investments from the fluctuations arising from changes in the fair value of investments.
 
 
- 17 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2011
 
Foreign Currency Contracts
The Master Fund may enter into forward and spot foreign currency contracts.  A forward foreign currency contract is an agreement to buy or sell currencies of different countries on a specified future date at a specified rate.
 
The fair value of the contract will fluctuate with changes in currency exchange rates.  Contracts are fair valued at the current forward rates obtained from recognized market information providers, and the change in the fair value is recorded by the Master Fund as unrealized appreciation or depreciation of foreign currency contracts.  Realized gains or losses equal to the difference between the fair value of the contract at the time it was opened and the fair value at the time it was closed are recorded upon delivery or receipt of the currency or, if a foreign currency contract is offset by entering into another foreign currency contract with the same broker, upon settlement of the net gain or loss.  Unrealized gains and losses are reported as assets or liabilities.
 
Equity Access Products
The Master Fund enters into equity access products which are leveraged equity positions.  The leverage inherent in these instruments is provided by counterparties.  At June 30, 2011, the aggregate leverage amounted to approximately $5,000,000 and the collateral deposited with a counterparty amounted to approximately $8,500,000.  Interest earned on equity access product collateral is recorded as interest income.  Expenses on the financing underlying the equity access products are recorded as part of realized and unrealized gain or loss on investments.  A realized gain or loss is recorded upon termination of an equity access product.  Unrealized gains and losses are reported as assets or liabilities.
 
Index Products
The Master Fund enters into index products which are fully-paid depository type instruments provided by counterparties.  The performance for index products is recorded as part of realized or unrealized gain or loss on investments.
 
Futures Contracts
The Master Fund may enter into security index, financial and commodity futures contracts.  Upon entering into a futures contract, the Master Fund is required to deposit an amount equal to a certain percentage of the contract value.  On a daily basis and on the expiration date, payments are made or received by the Master Fund reflecting the aggregate change in the fair value of the contract.  Upon the closing of a contract, the Master Fund will recognize a realized gain or loss.
 
Margin Deposits with Brokers
Margin deposits held with the Master Fund’s brokers earn interest at a negotiated rate and are pledged as collateral for equity access products, forward foreign currency contracts and securities sold short.  At June 30, 2011, broker margin deposits were approximately $41,700,000 and are reflected in the consolidated statement of assets, liabilities and partners’ capital in due from broker.
 
Netting of Derivatives
The Master Fund nets unrealized gains and losses by counterparty and product type on the consolidated statement of assets, liabilities and partners' capital.
 
Financial Instruments
All assets and liabilities classified as financial instruments are reported at fair value.
 
 
- 18 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2011
 
Capital Contributions and Withdrawals
Capital contributions are recognized when received.  Withdrawals are recognized as liabilities when amounts requested in the withdrawal notice become fixed, which generally occurs on the last day of a fiscal period.  As a result, withdrawals paid after the end of the period, but based upon period-end partners’ capital values, are reflected as capital withdrawals payable at the end of the period.  Withdrawal notices received for which the dollar is not fixed remain in capital until the partners’ capital value used to determine the withdrawals amounts are determined.
 
 
3.Related Party Transactions
 
Certain Limited Partners of the Feeder Funds are affiliated with the Investment Manager or the General Partner.  At June 30, 2011, such affiliated Limited Partners had aggregate capital balances of approximately $100,900,000 with total capital contributed and committed amounting to $42,100,000.  In addition, at June 30, 2011, the General Partner had aggregate capital balances in the Feeder Funds of approximately $174,800,000.
 
 
4.Management Fees
 
The Mauritius Companies and Marjoram pay the Investment Manager and its wholly-owned subsidiaries a management fee on a quarterly basis of such an amount as may be mutually agreed and subject to reasonable adjustments.  The management fees paid by the Mauritius Companies and Marjoram are reflected in these consolidated financial statements as management fee expense which was $10,909,574 for the period January 1, 2011 through June 30, 2011.
 
 
5.Incentive Allocation
 
No General Partner incentive allocations are made at the Master Fund level.  Such allocations are made at the Holdings, New Vernon India Fund LP and New Vernon India Fund II LP levels.
 
 
6.Administrator
 
The Master Fund entered into an administration agreement with Citi Hedge Fund Services (Cayman), Ltd. (the “Administrator”).  Subject to the General Partner’s supervision, the Administrator handles among other things, processing capital transactions, monthly and quarterly procedures and functions specified in the agreement.  The Master Fund pays the Administrator a fee for these services, approximately $150,000 for the period January 1, 2011 through June 30, 2011, which is included in professional fees in the consolidated statement of operations.
 
 
7.Partners’ Capital
 
Capital Contributions and Withdrawals
The Master Fund accepts contributions and withdrawals from the Feeder Funds quarterly or at such other times as the General Partner decides.
 
From inception through June 30, 2011, the Limited Partners had total capital commitments of $1,324,900,000, of which $1,324,900,000 has been contributed to the Feeder Funds, and total withdrawals of approximately $634,600,000.
 
Capital withdrawals payable in the consolidated statement of assets, liabilities and partners’ capital represent capital withdrawals effective June 30, 2011.
 
 
 
- 19 -

 
 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2011
 
Allocation of Net Profits and Net Losses
The net profits and net losses of the Master Fund are allocated to Holdings and the Feeder Funds in proportion to relative capital interests on a quarterly basis and at such other times when capital transactions occur.  The General Partner does not receive an allocation of net profit or net loss at the Master Fund level.
 
For the period January 1, 2011 through June 30, 2011, all expenses were recorded by the Master Fund and allocated to Holdings and the Feeder Funds based on their proportionate share of the Master Fund, except for direct management fees charged to the Feeder Funds.
 
The Master Fund pays management fees to the Investment Manager on behalf of Holdings, New Vernon India Fund LP and New Vernon India Fund II LP.  For the period January 1, 2011 through June 30, 2011, the Master Fund paid $4,275,116 of these management fees.  The payment of such fees on behalf of Holdings, New Vernon India Fund LP and New Vernon India Fund II LP was effected by deemed distributions of an equivalent amount.
 
Distributions
The Master Fund does not generally intend to pay distributions.  During the period January 1, 2011 through June 30, 2011, there were deemed distributions to Holdings, New Vernon India Fund LP and New Vernon India Fund II LP related to management fees the Master Fund paid on their behalf.
 
 
8.Risks
 
The following summary of certain risk factors is not intended to be a comprehensive summary of all risks inherent in investing in the Master Fund.
 
An investment in the Master Fund is highly speculative and involves a high degree of risk due to the nature of the Master Fund’s investments and the strategies employed.  There can be no assurance that the investment objectives of the Master Fund will be achieved.
 
The Master Fund has elements of risk not typically associated with investments in the United States as it is concentrated in India at June 30, 2011.  Such additional risks include, but are not limited to, political or economic conditions in India or the possible imposition of adverse governmental laws or currency exchange restrictions which could cause the securities and their market to be less liquid and prices more volatile than those comparable to the United States.  Indian or Mauritian tax law and the tax treaty between India and Mauritius are subject to change which may have an adverse impact on the Master Fund.  Because certain markets and instruments in which the Master Fund invests are volatile and may be illiquid or the Master Fund’s holdings of listed common stocks relative to the average daily trading volume of these common stocks is significant, the prices which may be realized upon disposition of certain listed common stocks and related equity access products may differ from the Master Fund’s carrying value.  Designated Investments by their nature can be long-term, illiquid, restricted as to their resale or without a readily ascertainable market value.  Such investments can take a significant period of time to reach a state of maturity at which liquidation can be considered.  At June 30, 2011, the fair value of Designated Investments was $379,722,732 (which excludes Designated Investments of $30,599,322 valued at their last available public sale price).  As discussed in Note 2, such fair value may not be ultimately realizable and the difference to the carrying values reported in the consolidated condensed schedule of investments could be material to the consolidated financial statements.  Also discussed in Note 2, equity access products have inherent leverage which magnifies the effect of any underlying security price change on the Master Fund's capital.
 
 
- 20 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2011
 
Real estate investments are subject to various risk factors.  Generally, real estate investments could be adversely affected by a recession or general economic downturn where the properties are located.  Real estate investment performance is also subject to the success that a particular property manager has in managing the property.
 
The Master Fund clears substantially all of its securities purchases and sales and maintains its foreign currency positions and forward contracts through and with Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC or CitiGroup the “Prime Brokers and Clearing Agents”, pursuant to clearance agreements.  Substantially all foreign currency, listed and unlisted securities, equity access products, options and forward contracts are maintained with the Prime Brokers and Clearing Agents and may be held by the Prime Brokers and Clearing Agents as collateral.  The Master Fund is subject to credit risk to the extent that the Prime Brokers and Clearing Agents may be unable to fulfill their obligations either to return the Master Fund’s securities and collateral or pay amounts owed.  Collateral requirements for open derivative positions (including equity access products and forward contracts) can change rapidly based on market conditions and can result in additional collateral calls or sales of collateral.
 
In the normal course of its business, the Master Fund trades various financial instruments and enters into certain investment activities with off-balance sheet risk and/or counterparty credit risk.  These financial instruments include futures, forwards, equity access products, index products, options and short sales.  Each of these financial instruments contains varying degrees of off-balance sheet risk whereby changes in the fair values of the securities underlying the financial instruments may affect the fair value of the contracts and such effects may be in excess of the amounts recognized in the consolidated statement of assets, liabilities and partners’ capital.  Short sales and written call options have unlimited risk.  The contract or notional amounts of these derivative instruments reflects the Master Fund’s extent of involvement in the particular class of financial instruments and does not represent amounts subject to risk of loss.  The Master Fund is exposed to credit risk associated with counterparty nonperformance to the extent of unrealized gains inherent in such contracts at the date of default.
 
The Master Fund may invest in securities or maintain cash denominated in currencies other than the U.S. dollar.  The Master Fund is exposed to risk that the exchange rate of the U.S. dollar relative to other currencies may change in a manner, which has an adverse affect on the reported value of the Master Fund’s assets and liabilities denominated in currencies other that the U.S. dollar.  The Master Fund has significant exposure to the Indian Rupee at June 30, 2011.
 
Legal, tax and regulatory changes could occur during the term of the Master Fund that may adversely affect the Master Fund.  The regulatory environment for hedge funds is evolving, and changes in the regulation of hedge funds may adversely affect the fair value of investments held by the Master Fund and the ability of the Master Fund to obtain the leverage it might otherwise obtain or to pursue its trading strategies.  In addition, securities and futures markets are subject to comprehensive statutes, regulations and margin requirements.  Regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies.  The regulation of derivative transactions and short selling and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions.  The effect of any future regulatory change on the Master Fund could be substantial and adverse.
 
 
- 21 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2011
 
The Master Fund incurs counterparty credit risks associated with various products including cash and cash equivalents, margin deposits with brokers, equity access products and index products.  Primary counterparties include Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC, CitiGroup and Goldman Sachs.  The Master Fund is subject to credit risk should any of these financial institutions be unable to fulfill their obligations.
 
Market risk is influenced by the nature of the items included in a particular category of financial instruments and by the relationship among various external factors.
 
At June 30, 2011, the Master Fund was concentrated in India and the industries listed in the consolidated condensed schedule of investments.
 
As discussed in Note 1, the Investment Manager provides investment management services to the Master Fund.  The Master Fund could be materially affected by the actions and liquidity of the Investment Manager.
 
As discussed in Note 1, the Master Fund’s investors are Holdings and the Feeder Funds.  The Master Fund could be materially affected by the actions of Holdings and the Feeder Funds or their underlying investors.  At June 30, 2011, the Feeder Funds had limited partners with individually significant capital balances including New Vernon India (Cayman) Fund LP and New Vernon India Fund II LP which had one limited partner each.
 
 
9.Commitments and Contingencies
 
In the normal course of business, the Master Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications.  The Master Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Master Fund that have not yet occurred.  The General Partner expects the risk of loss to be remote.
 
The Master Fund makes certain commitments to invest in private investments and private equity funds.  Unfunded commitments at June 30, 2011 amounted to approximately $37,800,000 and $11,100,000 to private investments and private equity funds, respectively.
 
 
10.Financial Highlights
 
The following financial highlights are for the period January 1, 2011 through June 30, 2011.  Such results are not predictive of future performance.
 
Total return (1) (2)  (7.70)%
 
Ratios to weighted average limited partners’ capital (2)
 
Net investment loss(0.36)%
 
Total expenses  0.79%
 
 
(1)
Total return is calculated for the limited partners taken as a whole.  Total return is calculated based on the change in partners’ capital (adjusted for the effects of any capital contributions or withdrawals) for the current period only and, therefore does not reflect the history-to-date of the return of the Master Fund.  An individual limited partner’s return may vary from these returns based on such factors as the timing of capital transactions and Holding and Feeder Fund level income and expenses and incentive allocations.

 
(2)
Not annualized.  The ratios of net investment loss and total expenses to average limited partners’ capital on an annualized basis are (0.72)% and 1.59%, respectively.  These ratios are calculated based on average limited partners’ capital.
 
 
 
- 22 -

 

NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2011
 
 
 
11.Subsequent Events
 
For the period July 1, 2011 through September 23, 2011, the Master Fund received total capital contributions of $2,750,000.
 
The Master Fund has performed an evaluation of subsequent events through September 23, 2011, which is the date the consolidated financial statements were available to be issued, and there were no subsequent events to disclose.
 

- 23 -


EX-99.3 OTHER FIN ST 12 exhibit998.htm 1/1 - 6/30/10 NVH I LP exhibit998.htm


 
 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Financial Statements
For the period January 1, 2010
through June 30, 2010

 
 

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Index
June 30, 2010
 


Page(s)
 
Report of Independent Auditors 1
 
Consolidated Financial Statements
 
Consolidated Statement of Assets, Liabilities and Partners’ Capital 2
 
Consolidated Condensed Schedule of Investments 3–6
 
Consolidated Statement of Operations 7
 
Consolidated Statement of Changes in Partners’ Capital 8
 
Consolidated Statement of Cash Flows 9
 
Notes to Consolidated Financial Statements 10–22
 


 
 

 
 

 
 
Report of Independent Auditors
 
 

 
 
To the Partners of NVH I LP
(a Cayman Islands exempted limited partnership)

In our opinion, the accompanying consolidated statement of assets, liabilities and partners’ capital, including the consolidated condensed schedule of investments, and the related consolidated statements of operations, of changes in partners’ capital and of cash flows present fairly, in all material respects, the financial position of NVH I LP and its subsidiaries at June 30, 2010, and the results of their operations, the changes in their partners’ capital and their cash flows for the period January 1, 2010 through June 30, 2010, in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the General Partner.  Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit of these financial statements in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the General Partner, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.





/s/ PricewaterhouseCoopers LLP
 
 
 
September 30, 2010

 

 
- 1 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Statement of Assets, Liabilities and Partners' Capital
June 30, 2010
 


(in U.S. dollars)
 
     
Assets
     
Investments in securities, at fair value (cost $1,202,236,915)
  $ 1,587,031,885  
Foreign cash (cost $70,996,119)
    70,887,225  
Cash and cash equivalents
    61,327,477  
Due from broker
    53,167,889  
Unrealized appreciation on equity access products, at fair value
    15,237,687  
Receivable for investments sold
    9,046,415  
Dividends receivable
    4,012,968  
                     Total assets
  $ 1,800,711,546  
Liabilities and Partners’ Capital
Liabilities
       
Investments in securities sold short, at fair value (proceeds $2,952,960)
  $ 1,128,330  
Net unrealized depreciation on forward foreign currency contracts, at fair value
    319,611  
Payable for investments purchased
    7,689,576  
Capital withdrawals payable
    5,426,132  
Capital contributions received in advance
    2,485,000  
Accounts payable and accrued expenses
    377,305  
                    Total liabilities
    17,425,954  
         
Commitments and Contingencies (Note 9)
       
         
Partners’ Capital
       
      General partner
    1,000  
      Limited partners
    1,783,284,592  
                    Total partners’ capital
    1,783,285,592  
                    Total liabilities and  partners’ capital
  $ 1,800,711,546  
         
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 2 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Condensed Schedule of Investments
June 30, 2010
 


(in U.S. dollars)
   
Fair Value as a
         
Percent of
       
Fair
Total Partners’
Description
 
Value
 
                                 Capital
Investments in Securities
     
Listed Common Stocks
     
India
       
Financial Services
 
$           274,203,477
 
15.38%
Software
 
110,837,360
 
6.22%
Construction
 
93,298,380
 
5.23%
Infrastructure
 
73,881,674
 
4.14%
Chemicals, Agro
 
66,925,501
 
3.75%
Automobiles
 
66,722,077
 
3.74%
Pharmaceuticals
 
59,930,744
 
3.36%
Real Estate
 
59,561,289
 
3.34%
Diversified
 
48,603,704
 
2.72%
Energy
 
44,483,549
 
2.49%
Materials
 
39,154,830
 
2.20%
Consumer Durables
 
30,898,496
 
1.73%
Logistics
 
29,524,499
 
1.66%
Consumer Discretionary
 
25,845,335
 
1.45%
Auto Ancillaries
 
21,294,239
 
1.19%
Capital Goods
 
13,493,855
 
0.76%
Hotel
 
6,920,712
 
0.39%
Textile
 
6,237,697
 
0.35%
Light Engineering
 
4,967,104
 
0.28%
Food, Beverage
 
338,249
 
0.02%
Total India listed common stocks (Cost $824,951,943)
1,077,122,771
 
60.40%
Hong Kong
     
Real Estate
996,341
 
0.06%
Total Hong Kong listed common stocks (Cost $1,059,385)
996,341
 
0.06%
Luxembourg
     
Consumer Discretionary
1,483,038
 
0.08%
Total Luxembourg listed common stocks (Cost $1,315,122)
1,483,038
 
0.08%
United Kingdom
     
Real Estate
1,957,795
 
0.11%
Total United Kingdom listed common stocks (Cost $3,828,800)
1,957,795
 
0.11%
Total listed common stocks (Cost $831,155,250)
1,081,559,945
 
60.65%
Index Product
     
India
     
Diversified
52,102,207
 
2.92%
Total India index product (Cost $27,937,468)
52,102,207
 
2.92%
Exchange Traded Funds
     
Hong Kong
     
Diversified
5,496,427
 
0.31%
Real Estate
2,271,834
 
0.13%
Total Hong Kong exchange traded funds (Cost $8,350,271)
7,768,261
 
0.44%
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 3 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Condensed Schedule of Investments
June 30, 2010
 



(in U.S. dollars)
   
Fair Value as a
 
         
Percent of
 
       
Fair
Total Partners’
 
Description
 
Value
 
                              Capital
 
Options Purchased
     
Hong Kong
     
Index
$                  805,501
 
0.04%
 
Total Hong Kong options purchased (Cost $575,597)
805,501
 
0.04%
India
       
Index
582,741
 
0.03%
 
Currency
153,534
 
0.01%
 
Total India options purchased (Cost $4,197,202)
736,275
 
0.04%
 
United States Of America
       
Commodities
683,902
 
0.04%
 
Total United States Of America options purchased  (Cost $3,656,710)
683,902
 
0.04%
 
Total options purchased  (Cost $8,429,509)
2,225,678
 
0.12%
 
Investment Fund
       
India
       
Multi Strategy Arbitrage Fund
5,467,707
 
0.31%
 
Total India investment fund (Cost $5,000,000)
5,467,707
 
0.31%
 
Private Investments
       
India
       
Non-Listed Common Stocks
         
Construction
 
46,622,662
 
2.61%
 
Hotels
 
16,780,636
 
0.94%
 
Financial Services
 
15,207,614
 
0.85%
 
Capital Goods
 
9,696,818
 
0.55%
 
Commercial Services
 
9,047,786
 
0.51%
 
Software
3,020,926
 
0.17%
 
Auto Ancillaries
32,581
 
0.00%
 
 
Total India non-listed common stocks (Cost $75,502,631)
100,409,023
 
5.63%
 
Listed Common Stocks (carried at exchange price)
       
Financial Services
34,231,334
 
1.92%
 
Automobiles
6,555,436
 
0.37%
 
Textile
1,570,075
 
0.09%
 
Total India listed common stocks (Cost $32,305,390)
42,356,845
 
2.38%
 
Convertible Redeemable Preferred Stocks
       
Food, Beverage
 
17,410,118
 
0.98%
 
 
Total India convertible redeemable preferred stocks (Cost $8,055,535)
17,410,118
 
0.98%
 
Real Estate
         
Silver Holdings Mauritius Limited, Various Cities, India
 
64,869,055
 
3.64%
 
Khajrana Ganesh (Carton) Limited, Gurgaon, India
 
47,889,668
 
2.69%
 
NV Realty Private Limited, Pune, India
 
39,992,680
 
2.24%
 
NV Developers Private Limited, Thane, India
 
32,920,438
 
1.84%
 
Carwel Estates Limited, Chennai, India
 
30,561,602
 
1.71%
 
Other
 
51,926,038
 
2.91%
 
Total India real estate (Cost $197,442,732)
268,159,481
 
15.03%
 
(in U.S. dollars)
       
 
 
 
- 4 -

 
             
 
 
 
       
Fair Value as a
Percent of
 
       
Fair
Total Partners’
 
Description
 
Value
 
                              Capital
 
Investment Funds
         
India
         
Real Estate
 
$              7,047,708
 
0.40%
 
Total India investment funds (Cost $6,017,750)
7,047,708
 
0.40%
 
Malaysia
         
Financial Services
 
2,524,912
 
0.14%
 
Total Malaysia investment funds (Cost $2,040,379)
2,524,912
 
0.14%
 
 
Total private investments (Cost $321,364,417)
437,908,087
 
24.56%
 
 
Total investments in securities (Cost $1,202,236,915)
$       1,587,031,885
 
89.00%
 
         
Investments in Securities Sold Short
       
Exchange Traded Funds
       
Hong Kong
       
Real Estate
$               (962,701)
 
(0.05)%
 
                       Total Hong Kong exchange traded funds (Proceeds $980,960)
(962,701)
 
(0.05)%
 
Options Written
       
United States of America
       
Commodities
(151,072)
 
(0.01)%
 
Total United States of America options written (Proceeds $1,797,000)
(151,072)
 
(0.01)%
 
India
       
Currency
(14,557)
 
(0.00)%
 
                      Total India options written (Proceeds $175,000)
(14,557)
 
(0.00)%
 
                      Total options written (Proceeds $1,972,000)
(165,629)
 
(0.01)%
 
                      Total investments in securities sold short (Proceeds $2,952,960)
$            (1,128,330)
 
(0.06)%
 
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 5 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Condensed Schedule of Investments
June 30, 2010
 



(in U.S. dollars)
       
Fair
Value
 
Fair Value as a
Percent of
Total Partners’ Capital
   
                 
                 
                 
          Unrealized    
Equity Access Products (a) (b)
      Appreciation      
    
India
               
Diversified
   
$       11,424,016
 
0.64%
   
Financial Services
   
           3,813,671
 
0.21%
   
Total unrealized appreciation on India equity access products
 
$       15,237,687
 
0.85%
   
 
Forward Foreign Currency Contracts (0.02% of total partners’ capital) (b)
   
 
Amount in Indian Rupees
   Description
   
                        Maturities
 
Unrealized
Depreciation
   
9,308,707,500
US Dollar sold in exchange for Indian Rupee
 
7/12/2010-8/31/2010
 
$        (319,611)
   
 
Net unrealized depreciation on forward foreign currency contracts
     
$        (319,611)
   
 
Futures Contracts (b)
       
   
Number of Contracts
   Description
   
Maturities
 
Unrealized Appreciation (Depreciation)
   
 
15
  Various
 
Various
 
$                      -
   

 
(a)
Equity access products are collateralized as discussed in Note 2.  The Master Fund’s agreements with its counterparties are generally for multi-year durations.
 
(b)
Derivative contracts may increase or decrease the Master Fund’s economic exposure to individual issuers, industry or market developments in addition to the amounts shown as unrealized appreciation/depreciation.

Industry Concentration of Investments in Securities and Equity Access Products greater than 5% of Total Partners’ Capital
 
Fair Value of Positions as a Percent of Total Partners’ Capital
Real Estate
 
19.01%
Financial Services
 
18.50%
Construction
 
7.85%
Diversified
 
6.60%
Software
 
6.38%
     
Country Concentration of Investments in Securities and Equity Access Products greater than 5% of Total Partners’ Capital
   
India
 
88.94%
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 6 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Statement of Operations
For the Period January 1, 2010 through June 30, 2010
 


(in U.S. dollars)
 
     
Investment income
     
   Dividends (net of withholding taxes of $8,536)
  $ 8,282,691  
   Interest
    34,439  
            Total investment income
    8,317,130  
         
Expenses
       
   Management fees
    14,352,963  
   Professional fees
    1,299,930  
   Other
    136,524  
            Total expenses
    15,789,417  
            Net investment loss
    (7,472,287 )
 
Realized and unrealized gain (loss) on investments
       
Net realized gain (loss) on
       
   Investments in securities
    135,228,726  
   Investments in securities sold short
    (481,723 )
   Derivative transactions (including equity access products and futures contracts)
    (20,952,213 )
   Foreign currency transactions (including forward foreign currency contracts)
    (13,697,443 )
            Net realized gain
    100,097,347  
Net change in unrealized appreciation (depreciation) on
       
   Investments in securities
    (74,672,142 )
   Investments in securities sold short
    671,798  
   Derivative transactions (including equity access products and futures contracts)
    (1,767,045 )
   Foreign currency transactions (including forward foreign currency contracts)
    2,896,783  
            Net change in unrealized depreciation
    (72,870,606 )
            Net realized and unrealized gain on investments
    27,226,741  
            Net increase in partners’ capital resulting from operations
  $ 19,754,454  
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 7 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Statement of Changes in Partners’ Capital
For the Period January 1, 2010 through June 30, 2010
 


(in U.S. dollars)
                 
                   
   
General
   
Limited
       
   
Partner
   
Partners
   
Total
 
                   
Partners' capital, January 1, 2010
  $ 1,000     $ 1,690,394,278     $ 1,690,395,278  
Capital contributions
    -       80,125,000       80,125,000  
Capital withdrawals
    -       (4,963,227 )     (4,963,227 )
Deemed distributions
    -       (2,025,913 )     (2,025,913 )
Pro-rata allocation of net increase in partners’
                       
       capital  resulting from operations
    -       19,754,454       19,754,454  
Partners' capital, June 30, 2010
  $ 1,000     $ 1,783,284,592     $ 1,783,285,592  


 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 8 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Statement of Cash Flows
For the Period January 1, 2010 through June 30, 2010
 



(in U.S. dollars)
 
     
Cash flows from operating activities
     
Net increase in partners' capital resulting from operations
  $ 19,754,454  
Adjustments to reconcile net increase in partners' capital resulting from
       
operations to net cash provided operating activities:
       
Purchases of securities and equity access products
    (950,001,782 )
Payments to cover securities sold short
    (10,689,585 )
Proceeds from sales of securities and equity access products
    1,095,394,628  
Proceeds from securities sold short
    11,438,366  
Payments on closeouts of futures contracts
    (13,392,223 )
Payments on forward foreign currency contracts
    (13,697,449 )
Increase in operating assets:
       
Due from broker
    (12,814,762 )
Dividends receivable
    (3,924,864 )
Decrease in operating liabilities:
       
Due to broker
    (1,673,294 )
Accounts payable and accrued expenses
    (205,486 )
Net change in unrealized depreciation on investments in securities and derivative transactions
    76,439,187  
Net change in unrealized appreciation of investments in securities sold short
    (671,798 )
Net change in unrealized appreciation on foreign currency (including forward
       
       foreign currency contracts)
    (4,060,416 )
Net realized gain on investments in securities and derivative transactions
    (114,276,513 )
Net realized loss on investments in securities sold short
    481,723  
Net realized loss on foreign currency transactions (including forward currency contracts)
    13,697,443  
              Net cash provided by operating activities
    91,797,629  
Cash flows from financing activities
       
Capital contributions, net of change in capital contribution receivable
    82,810,000  
Capital withdrawals, net of change in capital withdrawals payable
    (184,889,128 )
Deemed distributions
    (2,025,913 )
                  Net cash used by financing activities
    (104,105,041 )
                  Net decrease in cash and cash equivalents
    (12,307,412 )
Cash and cash equivalents (including foreign cash)
       
Beginning of year
    144,522,114  
End of year
  $ 132,214,702  
         

 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 9 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2010
 


 
1.Organization
 
NVH I LP (the “Master Fund”) is a Cayman Islands exempted limited partnership which commenced operations on November 8, 2004.  The Master Fund is governed by its agreement of limited partnership dated July 7, 2006 (the "Partnership Agreement").
 
The investment manager of the Master Fund is New Vernon Advisers LP (the “Investment Manager”), a Delaware limited liability partnership.  The Investment Manager is responsible for the investment decisions of the Master Fund and also assists with certain administrative functions.  The General Partner of the Master Fund is New Vernon Management LLC (the “General Partner”), a Delaware limited liability company.  The General Partner manages the business and affairs of the Master Fund and is affiliated with the Investment Manager.
 
The consolidated financial statements of the Master Fund represent the financial position and results of operations of the Master Fund, and its wholly-owned Mauritian subsidiaries: New Vernon India Limited, New Vernon Private Equity Limited and New Vernon Mauritius (collectively, the “Mauritius Companies”).
 
The Master Fund operates under a “master fund/feeder fund” structure where its limited partners invest substantially all of their assets in the Master Fund.  At June 30, 2010, New Vernon Holdings LP (“Holdings”), New Vernon India Fund LP and New Vernon India Fund II LP (commenced operations on May 1, 2010) held interests in the partners’ capital of the Master Fund of 49.33%, 48.61 and 2.06%, respectively.  Holdings has two limited partners: New Vernon India (Cayman) Fund LP and New Vernon India (Cayman) Fund II LP, which own indirect interests in the partners’ capital of the Master Fund of 25.26% and 19.84%, respectively, at June 30, 2010.
 
New Vernon India (Cayman) Fund LP, New Vernon India (Cayman) Fund II LP, New Vernon India Fund LP and New Vernon India Fund II LP are collectively called the “Feeder Funds”.  The limited partners of the Feeder Funds are referred to as the “Limited Partners”.
 
Nature of Investments
The Master Fund’s primary investment objective is to seek to earn a risk-adjusted return primarily through investments in a selection of Indian companies, Indian real estate projects and other assets.  Investments are primarily equity or equity related and may be structured either through direct or synthetic ownership.  “Indian Companies” are companies that: (i) are organized under the laws of India; (ii) have securities which are traded principally on any Indian stock exchange or in the Indian over-the-counter market; or (iii) are located outside of India and have the potential to benefit from access to Indian operations, markets, technologies, workforce or other capabilities.  “Indian Real Estate Projects” include the development and management of commercial, industrial and/or residential real estate and hospitality projects located within India.  The Master Fund may also invest up to 15% of total capital commitments of the Limited Partners in securities of issuers organized, having their principal place of business, or principal trading market in Hong Kong, Indonesia, Malaysia, Singapore, South Korea, Taiwan, Thailand, Japan, Sri Lanka, Pakistan, People’s Republic of China, Bangladesh, Vietnam or the Philippines as well as emerging market countries throughout Asia and elsewhere.
 
The Master Fund may also invest in other special investment opportunities.  Additionally, the Master Fund is authorized to use various investment strategies (across instruments, including but not restricted to, currency forwards, futures, options and other financial instruments) to seek to manage various market risks.  The Master Fund may also, from time to time, sell securities short without limitation.
 
The General Partner may designate up to 40% of total capital commitments of the Limited Partners as "Designated Investments" (termed “Private investments” in the consolidated condensed schedule of investments) because they will be, in the view of the General Partner, long term, illiquid or without a readily ascertainable market value.
 
 
- 10 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2010
 
 
2.Summary of Significant Accounting Policies
 
The following is a summary of the significant accounting policies followed by the Master Fund in the preparation of its consolidated financial statements.  The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements.  In particular, estimates are made relating to the fair value of securities (including Private Investments) and derivatives.  Actual results could differ from those estimates and such differences could be material to the Master Fund's financial statements.
 
Consolidation
The Master Fund consolidates its wholly-owned subsidiaries.  Intercompany accounts and transactions have been eliminated.
 
Investment Transactions
Investment and contractual transactions are recorded on a trade/contract date basis.  Realized gains and losses on security transactions are determined on the specific identification cost basis.
 
Investment Valuation
In general, when investments are listed on an established securities exchange or traded in the over-the-counter market (“OTC”), the Master Fund will value them at their last available public sale price.  Investments in investment funds will be valued at the fair value reported by such investment fund.  At June 30, 2010, the Master Fund held $110,960,861 of listed common stocks where the Master Fund's holdings relative to the average daily trading volume of these common stocks or underlying common stocks was 20 days or greater.
 
At June 30, 2010, $42,356,845 of investments consists of securities included in Designated Investments which are valued at the last available public sales price.
 
At June 30, 2010, there were three investments in investment funds which were fair valued at the net asset value reported by such investment funds.  Investments in investment funds include an open-ended fund company, with a fair value of $5,467,707, investing primarily in arbitrage opportunities in Indian markets and carries monthly liquidity with no unfunded capital commitments remaining.  Investments in investment funds also includes a private equity fund investing in real estate opportunities in India, with a fair value of $7,047,708, and a private equity fund investing in opportunities in Malaysia and other emerging markets, with a fair value of $2,524,912.  The investments in private equity funds cannot be redeemed with the funds.  Distributions from each fund will be received as the underlying investments of the funds are liquidated with estimated liquidation of the underlying investments ranging from six to eight years.  The unfunded capital commitments for these private equity funds amount to approximately $10,700,000 at June 30, 2010.
 
 
- 11 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2010
 
The Master Fund enters into equity access products.  Equity access products are OTC contracts that are valued at contractual terms based upon the last available public sale price of the underlying listed common stock.
 
The Master Fund also enters into index products.  Index products are fully-paid depository type instruments valued at contractual terms based upon the last available public sale price of the underlying listed common stock.
 
The Master Fund may buy or write put and call options through listed exchanges and the OTC market.  The buyer of an option has the right to purchase (in the case of a call option) or sell (in the case of a put option) a specified quantity of a specified security or currency at a specified price prior to or on a specified expiration date.  The writer of an option is exposed to the risk of loss if the market price of the underlying securities or currencies decreases (in the case of a put option) or increases (in the case of a call option).  The writer of an option can never profit more than the premium paid by the buyer but can lose an unlimited amount in the case of a written call option and can lose the difference between the strike price and zero in the case of a written put option.
 
Premiums received from writing options are recorded as liabilities.  If the value of a written option exceeds the premiums received, the excess is treated as an unrealized loss.  Conversely, if a premium exceeds the value, the excess, to the extent of premiums received, is treated as an unrealized gain.  When a written option expires on its stipulated expiration date or when the closing transaction is entered into, the related liability is extinguished and the Master Fund realizes a gain (or loss if the cost of the closing transaction exceeds the premium received when the option was written).  When an option is purchased, an amount equal to the premium paid is recorded as an investment and subsequently adjusted to the current value.  If the value of a purchased option exceeds the premium paid, the excess is treated as an unrealized gain.  Conversely, if the premium exceeds the value, the excess, to the extent of premiums paid, is treated as an unrealized loss.  When a purchased option expires on its stipulated expiration date or when a closing transaction is entered into, the premium paid on the purchase of the option is treated by the Master Fund as a realized loss.
 
Options listed on a national securities exchange are fair valued at their last available public sale price.  Investments in OTC option contracts are fair valued using one or more indicative quotations from financial institutions.
 
Forward foreign currency contracts are fair valued using forward rates obtained from recognized market information providers.  Futures contracts are traded on exchanges and are fair valued at their last available sale price.
 
Designated Investments are stated at fair value as determined in good faith by the General Partner (in consultation with the Investment Manager and where deemed appropriate by the Investment Manager,  receipt of third party prepared appraisals).  At June 30, 2010, there were 26 Designated Investments with an aggregate fair value of $437,908,087.  The largest individual Designated Investment at June 30, 2010 had a fair value of $64,869,055.  At June 30, 2010, $17,410,118 consists of a convertible security valued at its expected contracted sale price to an independent third-party buyer.  For the remaining Designated Investments of $378,141,124 (which excludes Designated Investments of $42,356,845 fair valued at their last available public sale price), generally the General Partner (in consultation with the Investment Manager and where deemed appropriate by the Investment Manager, upon receipt of third party prepared appraisals) will initially fair value such investments at cost and will adjust the fair values to reflect meaningful third-party transactions in the private equity market, a significant change in the financial condition or operating performance of the investment, or other pertinent developments that otherwise warrant a change in the fair valuation of the investment.  Valuation techniques for private equity investments include utilizing multiples derived from peer company comparable data or relevant market indices.  Factors considered in fair valuing individual investments include, without limitation, available market prices, type of security, purchase price, purchases of the same or similar securities by other investors, marketability, restrictions on disposition, yield-to-maturity, current financial position and operating results and other pertinent information.  Real estate investments are fair valued considering various market, income and cost approaches.  Valuation techniques include direct capitalization methods utilizing expected revenue and market-based capitalization rates as well as present value methods discounting expected future cash flows utilizing market-based discount rates.
 
 
- 12 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2010
 
Notwithstanding the foregoing, if in the reasonable judgment of the General Partner (in consultation with the Investment Manager), in its sole discretion, the price for an investment held by the Master Fund does not represent the fair value of such security or where price quotations are not readily available or where prices received are not deemed appropriate, such investment shall be valued at fair value as determined by the General Partner (in consultation with the Investment Manager).
 
Although the General Partner (in consultation with the Investment Manager and receipt of third party prepared appraisals) uses its best judgment in estimating the fair value of investments, there are inherent limitations in any estimation technique.  The fair value estimates presented herein are not necessarily the amount that the Master Fund could realize in a current transaction.  Future confirming events will also affect the estimates of fair value and the effect of such events on the estimates of fair value, including the ultimate liquidation of investments, could be material to the consolidated financial statements.  At June 30, 2010, total securities fair valued by the General Partner (in consultation with the Investment Manager) were $395,551,242 (which excludes Designated Investments of $42,356,845 valued at their last available public sale price) and represented 22.18% of total partners’ capital.  In addition, at June 30, 2010, $110,960,861 listed common stocks representing 6.22% of total partners’ capital, respectively, consisted of holdings of 20 days or greater relative to the average daily trading volume of such common stocks or underlying common stocks.
 
Authoritative guidance on fair value measurements and disclosures established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to level 1 measurements, which include unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets and liabilities.  The next priority is given to level 2 measurements, which include quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly.  The lowest priority is given to level 3 measurements, which includes prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported with little or no market activity).
 

 
- 13 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2010
 



The following table sets forth the Master Fund’s investments by level within the fair value hierarchy at June 30, 2010:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
Investments in securities:
                       
Listed common stocks
  $ 1,081,559,945     $ -     $ -     $ 1,081,559,945  
Index product
    52,102,207                       52,102,207  
Exchange traded funds
    7,768,261       -       -       7,768,261  
Options purchased
    641,141       1,584,537       -       2,225,678  
Investment fund
    -       -       5,467,707       5,467,707  
Private investments:
                               
Non-listed common stocks
    -       -       100,409,023       100,409,023  
Listed common stocks
    42,356,845       -       -       42,356,845  
Convertible redeemable preferred stock
    -       -       17,410,118       17,410,118  
Real estate
    -       -       268,159,481       268,159,481  
Investment funds
    -       -       9,572,620       9,572,620  
      1,184,428,399       1,584,537       401,018,949       1,587,031,885  
Investments sold short:
                               
Exchange traded fund
    (962,701 )     -       -       (962,701 )
Options written
    (27,757 )     (137,872 )     -       (165,629 )
      (990,458 )     (137,872 )     -       (1,128,330 )
Unrealized appreciation on equity access products
    -       15,237,687       -       15,237,687  
Net unrealized depreciation on forward currency contracts
    -       (319,611 )     -       (319,611 )
Total
  $ 1,183,437,941     $ 16,364,741     $ 401,018,949     $ 1,600,821,631  
                                 
Cash equivalents - money market fund
  $ 23,183,434                          

 
The following table sets forth a summary of changes in the fair value of the Master Fund’s level 3 investments for the period January 1, 2010 through June, 30 2010:
 
   
Investments in Securities
       
         
Private Investments
       
   
Investment Fund
   
Non-Listed Common Stocks
   
Convertible Redeemable Preferred Stock
   
Real Estate
   
Investment Funds
   
Warrants
   
Totals
 
                                           
Balance, beginning of period
  $ 5,318,356     $ 103,953,387     $ 16,792,331     $ 258,926,875     $ 9,191,108     $ -     $ 394,182,057  
Net purchases and dispositions
            (4,549,345 )     (2,181,584 )     34,300       (1,655,559 )             (8,352,188 )
Net realized losses on investments in securities
    -       (12,630,019 )     (2,459 )     -       331,393       (409,488 )     (12,710,573 )
Net change in unrealized appreciation (depreciation) on investments in securities
    149,350       13,635,000       2,801,830       9,198,307       1,705,678       409,488       27,899,653  
Transfers in and out
    -       -       -       -       -       -       -  
Balance, end of period
  $ 5,467,706     $ 100,409,023     $ 17,410,118     $ 268,159,482     $ 9,572,620     $ -     $ 401,018,949  
                                                         
Net change in unrealized appreciation (depreciation) from investments still held at the end of the period
  $ 149,350     $ 1,004,981     $ 2,799,371     $ 9,198,307     $ 2,037,071     $ -     $ 15,189,080  
Losses from investments disposed of during the period
    -       -       -       -       -       (409,488 )     (409,488 )
Total
  $ 149,350     $ 1,004,981     $ 2,799,371     $ 9,198,307     $ 2,037,071     $ (409,488 )   $ 14,799,592  

 
 
 
- 14 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2010
 
All net realized and unrealized gains (losses) in the table above are reflected in the accompanying consolidated statement of operations.
 
The Master Fund transacts in a variety of derivative instruments including equity access products and forward foreign currency contracts for trading purposes with each instrument’s primary risk exposure being market and foreign exchange risk.
 
The following table sets forth the Master Fund’s fair value of derivative instruments at June 30, 2010 as presented in the consolidated statement of assets, liabilities and partners’ capital:
 
   
Notional or Contractual Amount
   
Fair Value
 
Investments in securities:
           
Options purchased:
           
Index contracts
  $ 231,000,000     $ 1,388,242  
Commodities contracts
    35,000,000       625,502  
Currency contracts
    50,000,000       153,534  
Equity contracts
    5,000,000       58,400  
              2,225,678  
Unrealized appreciation on equity access
               
products:
               
Equity contracts
    19,000,000       15,237,687  
Net unrealized depreciation on forward
               
foreign currency contracts:
               
Forward foreign currency contracts
    (180,000,000 )     (319,611 )
Investments sold short:
               
Options written:
               
           Commodity contracts
    (45,000,000 )     (137,872 )
Currency contracts
    (50,000,000 )     (14,557 )
           Equity contracts
    (5,000,000 )     (13,200 )
              (165,629 )
Net derivatives
          $ 16,978,125  

 
The Master Fund’s activity in the above derivative instruments for the period January 1, 2010 through June 30, 2010 was below or approximately at the notional or contractual amounts shown.
 

 
- 15 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2010
 



The following table sets forth the Master Fund’s realized and unrealized gain (loss) on derivative instruments for the period January 1, 2010 through June 30, 2010 as presented in the consolidated statement of operations:
 
   
Net Realized Gain (Loss)
     
Net Change in Unrealized Appreciation (Depreciation)
 
               
Net realized gain (loss) on derivative transactions:
     
Net change in unrealized appreciation (depreciation) on derivative transactions:
     
Options purchased:
     
Options purchased:
     
Equity contracts
  $ (551,673 )
Equity contracts
  $ 183,890  
Index contracts
    (6,530,993 )
Index contracts
    (2,587,056 )
Currency contracts
    -  
Currency contracts
    (643,966 )
Commodity contracts
    -  
Commodity contracts
    (1,171,138 )
Futures contracts:
       
Futures contracts:
       
Equity contracts
    (6,626,284 )
Equity contracts
    -  
Equity access products
    (1,417,889 )
Equity access products
    1,797,685  
Options written:
       
Options written:
       
Equity contracts
    226,006  
Equity contracts
    26,800  
Index contracts
    (6,051,380 )
Index contracts
    -  
Currency contracts
    -  
Currency contracts
    160,444  
Commodity contracts
    -  
Commodity contracts
    466,296  
Net realized gain (loss) on foreign currency transactions:
       
Net change in unrealized (appreciation) depreciation on foreign currency transactions:
       
Forward foreign exchange contracts
    (13,784,976 )
Forward foreign exchange contracts
    4,060,416  
                   
    $ (34,737,189 )     $ 2,293,371  

 
Income and Expense Recognition
Interest income is recorded on an accrual basis.  Dividend income is recognized on the ex-dividend date net of any withholding tax.  Other operating expenses are recorded on an accrual basis as incurred.  Expenses incurred in connection with the purchase of Designated Investments are included as a component of each of the investment's cost.
 
Income Taxes
No provision has been made in the accompanying financial statements for U.S. income taxes.  The Master Fund is not subject to such taxes; individual partners may be taxed on their proportionate share of the Master Fund’s income based on their individual circumstances.
 
The Master Fund is a Cayman Islands exempted limited partnership. Under the current laws of the Cayman Islands, there is no income, estate, transfer, sale or other taxes payable by the Master Fund.  The Master Fund trades stocks and securities for its own account and, as such, is generally not subject to U.S. tax on such earnings (other than certain withholding taxes indicated below).  The Investment Manager intends to conduct the business of the Master Fund to the maximum extent practicable so that the Master Fund’s activities do not constitute a U.S. trade or business.  Dividends as well as certain interest and other income received by the Master Fund from sources within the United States may be subject to, and reflected net of, United States withholding tax at the rate of 30%.  Interest, dividend and other income realized by the Master Fund from non-U.S. sources and capital gains realized on the sale of securities of non-U.S. issuers may be subject to withholding and other taxes levied by the jurisdiction in which the income is sourced.
 
 
- 16 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2010
 
The Master Fund conducts its investment activities in India through the Mauritius Companies which are tax residents of Mauritius and expect to obtain benefits under the double taxation treaty between Mauritius and India.  To obtain benefits under the double taxation treaty, the Mauritius Companies must meet certain tests and conditions, including the establishment of Mauritius tax residence and related requirements.  The Mauritius Companies have obtained certificates from the Mauritian authorities that they are residents of Mauritius.  Under the tax treaty a tax resident of Mauritius that has no permanent establishment in India will not be subject to tax on gains or profits in India on the sale of securities or tax on dividends paid by Indian companies.  Management believes that the Mauritius Companies qualify to obtain the benefits of the tax treaty and, accordingly, no provision for Indian income taxes has been made in the consolidated financial statements of the Master Fund.
 
The Master Fund files U.S. Federal income tax returns as well as returns in certain foreign jurisdictions.  With few exceptions, the Master Fund is no longer subject to income tax examinations by tax authorities for years before 2007.  There are currently no examinations being conducted of the Master Fund by the Internal Revenue Service or any other taxing authority.
 
The Master Fund recognizes interest and penalties related to the underpayment of income taxes in operating expenses; however, during the period January 1, 2010 through June 30, 2010, no such interest and penalties were incurred.
 
The Master Fund follows authoritative guidance for uncertainty in income taxes which requires the General Partner to determine whether a tax position of the Master Fund is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation by the applicable taxing authority, based on the technical merits of the position.  The tax benefits to be recognized are measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement which could result in the Master Fund recording a tax liability that would reduce partners’ capital.  The Master Fund did not have any unrecognized tax benefits resulting from tax positions related to either the period January 1, 2010 through June 30, 2010 or prior periods.  The General Partner does not expect any change in unrecognized tax benefits within the next year.
 
Cash and Cash Equivalents
Cash and cash equivalents include cash held on deposit and short-term investments with an original maturity of three months or less.  Cash equivalents are recorded at cost plus accrued interest which approximates fair value.  Additional information on cash receipts and payments is presented in the consolidated statement of cash flows.  The Master Fund maintains its cash balances with one or more financial institutions.
 
Foreign Currency Translation
The books and records of the Master Fund are maintained in U.S. dollars.  The fair value of investments and other assets and liabilities are translated at the prevailing exchange rates at the end of the period.  Purchases, sales, income and expenses are translated at the exchange rates prevailing on the respective dates of such transactions.  Net realized gain or loss on foreign currency transactions arises from the close out of forward foreign currency contracts and from currency gains or losses realized on non investment related assets and liabilities.  Net change in unrealized appreciation or depreciation on foreign currency arises from changes in the values of assets and liabilities, other than investments, resulting from changes in exchange rates and forward foreign currency contracts.  The Master Fund does not isolate the portion of realized and unrealized gain or loss on investments arising as a result of changes in foreign exchange rates on investments from the fluctuations arising from changes in the fair value of investments.
 
 
- 17 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2010
 
Foreign Currency Contracts
The Master Fund may enter into forward and spot foreign currency contracts.  A forward foreign currency contract is an agreement to buy or sell currencies of different countries on a specified future date at a specified rate.
 
The fair value of the contract will fluctuate with changes in currency exchange rates.  Contracts are fair valued daily at the current forward rates obtained from recognized market information providers, and the change in the fair value is recorded by the Master Fund as unrealized appreciation or depreciation of foreign currency contracts.  Realized gains or losses equal to the difference between the fair value of the contract at the time it was opened and the fair value at the time it was closed are recorded upon delivery or receipt of the currency or, if a foreign currency contract is offset by entering into another foreign currency contract with the same broker, upon settlement of the net gain or loss.  Unrealized gains and losses are reported as assets or liabilities.
 
Equity Access Products
The Master Fund enters into equity access products which are leveraged equity positions.  The leverage inherent in these instruments is provided by counterparties.  At June 30, 2010, the aggregate leverage amounted to approximately $19,000,000 and the collateral deposited with a counterparty amounted to approximately $8,500,000.  Interest earned on equity access product collateral is recorded as interest income.  Expenses on the financing underlying the equity access products are recorded as part of realized and unrealized gain or loss on investments.  A realized gain or loss is recorded upon termination of an equity access product.  Unrealized gains and losses are reported as assets or liabilities.
 
Index Products
The Master Fund enters into index products which are fully-paid depository type instruments provided by counterparties.  The performance for index products is recorded as part of realized or unrealized gain or loss on investments.
 
Futures Contracts
The Master Fund may enter into security index, financial and commodity futures contracts.  Upon entering into a futures contract, the Master Fund is required to deposit an amount equal to a certain percentage of the contract value.  On a daily basis and on the expiration date, payments are made or received by the Master Fund reflecting the aggregate change in the fair value of the contract.  Upon the closing of a contract, the Master Fund will recognize a realized gain or loss.
 
Margin Deposits with Brokers
Margin deposits held with the Master Fund’s brokers earn interest at a negotiated rate and are pledged as collateral for equity access products, forward foreign currency contracts and securities sold short.  At June 30, 2010, broker margin deposits were approximately $51,600,000 and are reflected in the consolidated statement of assets, liabilities and partners’ capital in due from broker.
 
Netting of Derivatives
The Master Fund nets unrealized gains and losses by counterparty and product type on the consolidated statement of assets, liabilities and partners' capital.
 
Financial Instruments
All assets and liabilities classified as financial instruments are reported at fair value.
 
 
- 18 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2010
 
Capital Contributions and Withdrawals
Capital contributions are recognized when received.  Withdrawals are recognized as liabilities when amounts requested in the withdrawal notice become fixed, which generally occurs on the last day of a fiscal period.  As a result, withdrawals paid after the end of the period, but based upon period-end partners’ capital values, are reflected as capital withdrawals payable at the end of the period.  Withdrawal notices received for which the dollar is not fixed remain in capital until the partners’ capital value used to determine the withdrawals amounts are determined.
 
 
3.Related Party Transactions
 
Certain Limited Partners of the Feeder Funds are affiliated with the Investment Manager or the General Partner.  At June 30, 2010, such affiliated Limited Partners had aggregate capital balances of approximately $99,100,000 with total capital contributed and committed amounting to $45,569,000.  In addition, at June 30, 2010, the General Partner had aggregate capital balances in the Feeder Funds of approximately $167,600,000.
 
 
4.Management Fees
 
The Mauritius Companies pay the Investment Manager an annual management fee calculated and paid quarterly in advance equal to the sum of 0.5% of their quarterly net asset values.  Management fees are charged on the cost basis or written down value of Designated Investments.  The management fees paid by the Mauritius Companies are reflected in these consolidated financial statements as management fee expense which was $14,352,963 for the period January 1, 2010 through June 30, 2010.
 
 
5.Incentive Allocation
 
No General Partner incentive allocations are made at the Master Fund level.  Such allocations are made at the Holdings and Feeder Funds level.
 
 
6.Administrator
 
The Master Fund entered into an administration agreement with Citi Hedge Fund Services (Cayman), Ltd. (the “Administrator”).  Subject to the General Partner’s supervision, the Administrator handles among other things, maintaining the Master Fund’s books and records and processing capital transactions.  The Master Fund pays the Administrator a fee for these services, approximately $150,000 for the period January 1, 2010 through June 30, 2010, which is included in professional fees in the consolidated statement of operations.
 
 
7.Partners’ Capital
 
Capital Contributions and Withdrawals
The Master Fund accepts contributions and withdrawals from the Feeder Funds quarterly or at such other times as the General Partner decides.
 
From inception through June 30, 2010, the Limited Partners had total capital commitments of $1,283,365,000, of which $1,282,240,000 has been contributed to the Feeder Funds, and total withdrawals of approximately $316,000,000.
 
Capital withdrawals payable in the consolidated statement of assets, liabilities and partners’ capital represent capital withdrawals effective June 30, 2010.
 
Allocation of Net Profits and Net Losses
The net profits and net losses of the Master Fund are allocated to Holdings and the Feeder Funds in proportion to relative capital interests on a quarterly basis and at such other times when capital transactions occur.  The General Partner does not receive an allocation of net profit or net loss at the Master Fund level.
 
 
- 19 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2010
 
For the period January 1, 2010 through June 30, 2010, all expenses were recorded by the Master Fund and allocated to Holdings and the Feeder Funds based on their proportionate share of the Master Fund, except for direct management fees charged to the Feeder Funds.
 
The Master Fund pays management fees to the Investment Manager on behalf of Holdings and the Feeder Funds.  For the period January 1, 2010 through June 30, 2010, the Master Fund paid $2,025,913 of these management fees.  The payment of such fees on behalf of the Feeder Funds was effected by deemed distributions of an equivalent amount.
 
Distributions
The Master Fund does not generally intend to pay distributions.  During the period January 1, 2010 through June 30, 2010, there were deemed distributions to Holdings and the Feeder Funds related to management fees the Master Fund paid on their behalf.
 
 
8.Risks
 
The following summary of certain risk factors is not intended to be a comprehensive summary of all risks inherent in investing in the Master Fund.
 
An investment in the Master Fund is highly speculative and involves a high degree of risk due to the nature of the Master Fund’s investments and the strategies employed.  There can be no assurance that the investment objectives of the Master Fund will be achieved.
 
The Master Fund has elements of risk not typically associated with investments in the United States as it is concentrated in India at June 30, 2010.  Such additional risks include, but are not limited to, political or economic conditions in India or the possible imposition of adverse governmental laws or currency exchange restrictions which could cause the securities and their market to be less liquid and prices more volatile than those comparable to the United States.  Indian or Mauritian tax law and the tax treaty between India and Mauritius are subject to change which may have an adverse impact on the Master Fund.  Because certain markets and instruments in which the Master Fund invests are volatile and may be illiquid or the Master Fund’s holdings of listed common stocks relative to the average daily trading volume of these common stocks is significant, the prices which may be realized upon disposition of certain listed common stocks and related equity access products may differ from the Master Fund’s carrying value.  Designated Investments by their nature can be long-term, illiquid, restricted as to their resale or without a readily ascertainable market value.  Such investments can take a significant period of time to reach a state of maturity at which liquidation can be considered.  At June 30, 2010, the fair value of Designated Investments was $395,551,242 (which excludes Designated Investments of $42,356,845 valued at their last available public sale price).  As discussed in Note 2, such fair value may not be ultimately realizable and the difference to the carrying values reported in the consolidated condensed schedule of investments could be material to the consolidated financial statements.  Also discussed in Note 2, equity access products have inherent leverage which magnifies the effect of any underlying security price change on the Master Fund's capital.
 
 
- 20 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2010
 
Real estate investments are subject to various risk factors.  Generally, real estate investments could be adversely affected by a recession or general economic downturn where the properties are located.  Real estate investment performance is also subject to the success that a particular property manager has in managing the property.
 
The Master Fund clears substantially all of its securities purchases and sales and maintains its foreign currency positions and forward contracts through Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC or CitiGroup, the “Prime Brokers”, pursuant to clearance agreements.  Substantially all foreign currency, listed and unlisted securities, equity access products, options and forward contracts are maintained with the Prime Brokers and may be held by the Prime Brokers as collateral.  The Master Fund is subject to credit risk to the extent that the Prime Brokers may be unable to fulfill their obligations either to return the Master Fund’s securities and collateral or pay amounts owed.  Collateral requirements for open derivative positions (including equity access products and forward contracts) can change rapidly based on market conditions and can result in additional collateral calls or sales of collateral.
 
In the normal course of its business, the Master Fund trades various financial instruments and enters into certain investment activities with off-balance sheet risk and/or counterparty credit risk.  These financial instruments include futures, forwards, equity access products, index products, options and short sales.  Each of these financial instruments contains varying degrees of off-balance sheet risk whereby changes in the fair values of the securities underlying the financial instruments may affect the fair value of the contracts and such effects may be in excess of the amounts recognized in the consolidated statement of assets, liabilities and partners’ capital.  Short sales and written call options have unlimited risk.  The contract or notional amounts of these derivative instruments reflects the Master Fund’s extent of involvement in the particular class of financial instruments and does not represent amounts subject to risk of loss.  The Master Fund is exposed to credit risk associated with counterparty nonperformance to the extent of unrealized gains inherent in such contracts at the date of default.
 
The Master Fund may invest in securities or maintain cash denominated in currencies other than the U.S. dollar.  The Master Fund is exposed to risk that the exchange rate of the U.S. dollar relative to other currencies may change in a manner, which has an adverse affect on the reported value of the Master Fund’s assets and liabilities denominated in currencies other that the U.S. dollar.  The Master Fund has significant exposure to the Indian Rupee at June 30, 2010.
 
Legal, tax and regulatory changes could occur during the term of the Master Fund that may adversely affect the Master Fund.  The regulatory environment for hedge funds is evolving, and changes in the regulation of hedge funds may adversely affect the fair value of investments held by the Master Fund and the ability of the Master Fund to obtain the leverage it might otherwise obtain or to pursue its trading strategies.  In addition, securities and futures markets are subject to comprehensive statutes, regulations and margin requirements.  Regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies.  The regulation of derivative transactions and short selling and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions.  The effect of any future regulatory change on the Master Fund could be substantial and adverse.
 
The Master Fund incurs counterparty credit risks associated with various products including cash and cash equivalents, margin deposits with brokers, equity access products and index products.  Primary counterparties include Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC, CitiGroup and Deutsche Bank.  The Master Fund is subject to credit risk should any of these financial institutions be unable to fulfill their obligations.
 
 
- 21 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2010
 
Market risk is influenced by the nature of the items included in a particular category of financial instruments and by the relationship among various external factors.
 
At June 30, 2010, the Master Fund was concentrated in India and the industries listed in the consolidated condensed schedule of investments.
 
As discussed in Note 1, the Investment Manager provides investment management services to the Master Fund.  The Master Fund could be materially affected by the actions and liquidity of the Investment Manager.
 
As discussed in Note 1, the Master Fund’s investors are Holdings and the Feeder Funds.  The Master Fund could be materially affected by the actions of Holdings and the Feeder Funds or their underlying investors.  At June 30, 2010, the Feeder Funds had limited partners with individually significant capital balances including New Vernon India (Cayman) Fund LP which had one limited partner.
 
 
9.Commitments and Contingencies
 
In the normal course of business, the Master Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications.  The Master Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Master Fund that have not yet occurred.  The General Partner expects the risk of loss to be remote.
 
The Master Fund makes certain commitments to invest in private investments.  Unfunded commitments at June 30, 2010 amounted to approximately $47,700,000.
 
 
10.Financial Highlights
 
The following financial highlights are for the period January 1, 2010 through June 30, 2010.  Such results are not predictive of future performance.
 
Total return (1) (2) 1.16%
 
Ratios to weighted average limited partners’ capital (2)
 
Net investment loss(0.43)%
 
Total expenses  0.91%
 
 
(1)
Total return is calculated for the limited partners taken as a whole.  Total return is calculated based on the change in partners’ capital (adjusted for the effects of any capital contributions or withdrawals) for the current period only and, therefore does not reflect the history-to-date of the return of the Master Fund.  An individual limited partner’s return may vary from these returns based on such factors as the timing of capital transactions and Holding and Feeder Fund level income and expenses and incentive allocations.

 
(2)
Not annualized.  The ratios of net investment loss and total expenses to average limited partners’ capital on an annualized basis are (0.87)% and 1.83%, respectively.  These ratios are calculated based on average limited partners’ capital.
 
 
- 22 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2010
 
 
11.Subsequent Events
 
The Master Fund has performed an evaluation of subsequent events through September xx, 2010, which is the date the financial statements were available to be issued.
 
For the period July 1, 2010 through September 30, 2010, the Master Fund received total capital contributions of $3,047,500.
 

- 23 -


EX-99.3 OTHER FIN ST 13 exhibit999.htm 1/1 - 6/30/09 NVH I LP exhibit999.htm


 

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Financial Statements
For the period January 1, 2009
through June 30, 2009

 
 

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Index
June 30, 2009
 


Page(s)
 
Report of Independent Auditors 1
 
Consolidated Financial Statements
 
Consolidated Statement of Assets, Liabilities and Partners’ Capital 2
 
Consolidated Condensed Schedule of Investments 3–6
 
Consolidated Statement of Operations 7
 
Consolidated Statement of Changes in Partners’ Capital 8
 
Consolidated Statement of Cash Flows 9
 
Notes to Consolidated Financial Statements 10–21
 


 
 

 
 
 
 
Report of Independent Auditors
 
 

 
 
To the Partners of NVH I LP
(a Cayman Islands exempted limited partnership)

In our opinion, the accompanying consolidated statement of assets, liabilities and partners’ capital, including the consolidated condensed schedule of investments, and the related consolidated statements of operations, of changes in partners’ capital and of cash flows present fairly, in all material respects, the financial position of NVH I LP and its subsidiaries at June 30, 2009, and the results of their operations, the changes in their partners’ capital and their cash flows for the period January 1, 2009 through June 30, 2009, in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the General Partner.  Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit of these financial statements in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the General Partner, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.




/s/ PricewaterhouseCoopers LLP
 
 
 
September 25, 2009

 

 
- 1 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Statement of Assets, Liabilities and Partners' Capital
June 30, 2009
 


(in U.S. dollars)
 
     
Assets
     
Investments in securities, at fair value (cost $1,115,186,511)
  $ 1,297,747,414  
Foreign cash (cost $132,669,799)
    134,507,798  
Cash and cash equivalents
    86,951,605  
Due from broker
    21,972,939  
Unrealized appreciation on equity access products, at fair value
    6,193,871  
Receivable for investments sold
    5,946,924  
Net unrealized appreciation on forward foreign currency contracts, at fair value
    5,315,061  
Dividends receivable
    1,316,335  
                     Total assets
  $ 1,559,951,947  
Liabilities and Partners’ Capital
       
Liabilities
       
Investments in securities sold short, at fair value (proceeds $10,186,665)
  $ 6,748,939  
Net unrealized depreciation on forward foreign currency contracts, at fair value
    3,581,243  
Payable for investments purchased
    19,116,971  
Accounts payable and accrued expenses
    2,501,865  
Capital withdrawals payable
    1,536,449  
                    Total liabilities
    33,485,467  
         
Commitments and Contingencies (Note 9)
       
         
Partners’ Capital
       
      General partner
    1,000  
      Limited partners
    1,526,445,480  
                    Total partners’ capital
    1,526,466,480  
                    Total liabilities and partners’ capital
  $ 1,559,951,947  
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
- 2 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Condensed Schedule of Investments
For the Period January 1, 2009 through June 30, 2009
 


(in U.S. dollars)
     
Fair Value as a
 
       
Percent of
 
   
Fair
 
Total Partners’
 
Description
 
Value
   
                          Capital
 
Investments in Securities
           
Listed Common Stocks
           
India
           
  Financial Services
  $ 170,492,338       11.17%
Materials
    85,188,071       5.58%
Software
    69,395,677       4.55%
Diversified
    66,087,602       4.33%
Infrastructure
    65,596,333       4.30%
Chemicals, Agro
    60,838,006       3.99%
Automobiles
    54,960,571       3.60%
Construction
    35,193,234       2.31%
Real Estate
    34,542,188       2.26%
Textile
    22,177,771       1.45%
Energy
    21,109,728       1.38%
Utilities
    21,060,000       1.38%
Food, Beverage
    19,099,937       1.25%
Pharmaceuticals
    18,748,285       1.23%
Telecom
    18,219,238       1.19%
Auto Ancillaries
    17,217,619       1.13%
Light Engineering
    16,031,661       1.05%
Sugar
    15,265,238       1.00%
Logistics
    12,546,311       0.82%
Capital Goods
    11,841,318       0.78%
Hotels
    1,021,121       0.07%
Media
    173,533       0.01%
Consumer Goods
    134,070       0.01%
Total India listed common stocks (Cost $697,132,124)
    836,939,850       54.84%
Brazil
                     
Energy
    1,009,337       0.07%
Total Brazil listed common stocks (Cost $1,005,603)
    1,009,337       0.07%
United Kingdom
                     
Real Estate
    1,382,472       0.09%
Total United Kingdom listed common stocks (Cost $3,828,800)
    1,382,472       0.09%
Total listed common stocks (Cost $701,966,527)
    839,331,659           55.00%  
Exchange Traded Funds
                     
United States of America
                     
Emerging Markets Funds
    11,974,396        0.78%
Gold Funds
    4,864,453        0.32%
Total United Stated States of America exchange traded funds (Cost $15,586,326)
    16,838,849        1.10%
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 3 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Condensed Schedule of Investments
For the Period January 1, 2009 through June 30, 2009
 



(in U.S. dollars)
   
Fair Value as a
         
Percent of
       
Fair
Total Partners’
Description
 
Value
 
                               Capital
Options Purchased
     
United States of America
       
Currency
 
$               9,293,974
 
0.62%
Index
279,500
 
0.02%
Commodities
273,266
 
0.02%
 
Total United States of America options purchased (Cost $7,029,384)
9,846,740
 
0.66%
India
       
Index
768,308
 
0.05%
              Total India options purchased (Cost $584,807)
768,308
 
0.05%
              Total options purchased (Cost $7,614,191)
10,615,048
 
0.71%
Commercial Papers
     
India
     
Auto Ancillaries
5,862,150
 
0.38%
Materials
1,864,760
 
0.12%
              Total India commercial papers (Cost $4,941,250)
7,726,910
 
0.50%
Investment Fund
     
India
     
Multi-Strategy Arbitrage Fund
5,068,364
 
0.33%
              Total India investment fund (Cost $5,000,000)
5,068,364
 
0.33%
Private Investments
     
India
     
Non-Listed Common Stocks
       
Construction
 
24,381,535
 
1.60%
Financial Services
 
16,825,875
 
1.10%
Commercial Services
 
13,960,438
 
0.91%
Capital Goods
 
11,467,374
 
0.75%
Hotels
 
10,141,423
 
0.66%
Auto Ancillaries
4,630,881
 
0.30%
Media
4,069,042
 
0.27%
Software
1,810,655
 
0.11%
 
Total India non-listed common stocks (Cost $95,129,036)
87,287,223
 
5.70%
Listed Common Stocks (carried at exchange price)
     
Financial Services
28,382,003
 
1.86%
Logistics
14,223,114
 
0.93%
Software
5,728,211
 
0.38%
Retail
4,329,402
 
0.28%
Automobiles
3,392,130
 
0.22%
Textile
1,224,298
 
0.08%
             Total India listed common stocks (Cost $76,806,590)
57,279,158
 
3.75%
Convertible Redeemable Preferred Stocks
     
Food, Beverage
 
12,678,420
 
0.83%
Textile
 
5,537,395
 
0.36%
 
Total India convertible redeemable preferred stocks (Cost $13,515,151)
18,215,815
 
1.19%
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 4 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Condensed Schedule of Investments
For the Period January 1, 2009 through June 30, 2009
 



(in U.S. dollars)
   
Fair Value as a
         
Percent of
       
Fair
Total Partners’
Description
 
Value
 
                                     Capital
Warrants
       
Software
 
$                 273,389
 
0.02%
Textile
 
-
 
0.00%
Financial Services
 
-
 
0.00%
                            Total India warrants (Cost $869,072)
 
273,389
 
0.02%
Real Estate
       
Silver Holdings Mauritius Limited, Kolkata, India
 
56,519,764
 
3.70%
Khajrana Ganesh (Mauritius) Limited, Gurgaon, India
 
44,733,744
 
2.93%
Carwel Estates Limited, Chennai, India
 
35,204,466
 
2.31%
NV Realty Private Limited, Pune, India
 
31,435,992
 
2.06%
NV Developers Private Limited, Thane, India
 
31,111,724
 
2.04%
Other
 
48,423,132
 
3.17%
                          Total India real estate (Cost $184,376,072)
247,428,822
 
16.21%
Investment Funds
       
India
       
Real Estate
 
5,227,200
 
0.34%
                          Total India investment fund (Cost $6,017,750)
5,227,200
 
0.34%
Malaysia
       
Financial Services
 
2,454,977
 
0.16%
                          Total Malaysia investment fund (Cost $3,364,546)
2,454,977
 
0.16%
 
Total India private investments (Cost $380,078,217)
418,166,584
 
27.37%
 
Total investments in securities (Cost $1,115,186,511)
$       1,297,747,414
 
85.01%
       
Investments in Securities Sold Short
     
Exchanged Traded Funds
     
United States of America
     
Emerging Markets Fund
(6,143,005)
 
(0.41)%
 
Total United States of America exchanged traded funds (Proceeds $4,473,440)
(6,143,005)
 
(0.41)%
Options Written
     
United States of America
     
Currency
(243,023)
 
(0.02)%
Commodities
(97,660)
 
(0.01)%
Emerging Markets Fund
(52,500)
 
0.00%
Total United States of America options written (Proceeds $5,496,367)
(393,183)
 
(0.03)%
Indian
     
Software
(187,200)
 
(0.01)%
Index
(25,551)
 
0.00%
 
Total India options written (Proceeds $216,858)
(212,751)
 
(0.01)%
 
Total investments in securities sold short (Proceeds $10,186,665)
$            (6,748,939)
 
(0.45)%
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 5 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Condensed Schedule of Investments
For the Period January 1, 2009 through June 30, 2009
 



         Fair Value as a
         Percent of
     Fair    Total Partners'
     Value    Capital
         
(in U.S. dollars)
     
Unrealized
Appreciation
   
         
Equity Access Products (a) (b)
         
India
           
Diversified
   
$         4,469,901
 
0.29%
Financial Services
   
1,468,685
 
0.10%
Real Estate
   
110,545
 
0.01%
Textile
     
88,067
 
0.01%
Media
     
56,673
 
0.00%
           Total India equity access products
   
6,193,871
 
0.41%
           Unrealized appreciation on equity access products
 
$         6,193,871
 
0.41%
Forward Foreign Currency Contracts (0.11% of total partners’ capital) (b)
  Amount in Indian Rupees
   Description
   
                        Maturities
 
Unrealized Appreciation
(Depreciation)
59,184,510,000
US Dollar bought in exchange for Indian Rupee
 
7/8/2009-11/20/2009
 
$      11,970,753
74,706,214,000
US Dollar sold in exchange for Indian Rupee
 
7/8/2009-11/20/2009
 
(10,236,935)
 
     Net unrealized appreciation on forward foreign currency contracts
     
$        1,733,818
 
Futures Contracts (b)
   
   
Number of Contracts
   Description
   
Maturities
 
Unrealized Appreciation (Depreciation)
 
23
  Various
 
Various
 
$                      -

(a)  Equity access products are collateralized as discussed in Note 2.  The Master Fund’s agreements with its counterparties are generally for multi-year durations.

(b)  Derivative contracts may increase or decrease the Master Fund’s economic exposure to individual issuers, industry or market developments in addition to the amounts shown as unrealized appreciation/depreciation.
Industry Concentration of Investments in Securities and Equity Access Products greater than 5% of Total Partners’ Capital
 
Fair Value of Long Positions as a Percent of Total Partners’ Capital
Fair Value of Short Positions as a Percent of Total Partners’ Capital
Real Estate
 
18.90%
-
Financial Services
 
14.39%
-
Materials
 
5.70%
-
Software
 
5.06%
(0.01)%
       
Country Concentration of Investments in Securities and Equity Access Products greater than 5% of Total Partners’ Capital
     
India
 
83.52%
-
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 6 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Statement of Operations
For the Period January 1, 2009 through June 30, 2009
 



 
(in U.S. dollars)
 
     
Investment income
     
   Dividends (net of withholding taxes of $37,217)
  $ 2,398,243  
   Interest
    99,954  
            Total investment income
    2,498,197  
         
Expenses
       
   Management fees
    9,638,596  
   Professional fees
    1,841,765  
   Other
    163,921  
            Total expenses
    11,644,282  
            Net investment loss
    (9,146,085 )
Realized and unrealized gain (loss) on investments
       
Net realized gain (loss) on
       
   Investments in securities
    (43,203,450 )
   Investments in securities sold short
    (1,679,797 )
   Derivative transactions (including equity access products and futures contracts)
    48,937,572  
   Foreign currency transactions (including forward foreign currency contracts)
    (4,341,957 )
            Net realized loss
    (287,632 )
Net change in unrealized appreciation (depreciation) on
       
   Investments in securities
    371,741,896  
   Investments in securities sold short
    2,696,888  
   Derivative transactions (including equity access products and futures contracts)
    18,371,408  
   Foreign currency transactions (including forward foreign currency contracts)
    3,005,262  
            Net change in unrealized appreciation
    395,815,454  
            Net realized and unrealized gain on investments
    395,527,822  
            Net increase in partners’ capital resulting from operations
  $ 386,381,737  
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 7 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Statement of Changes in Partners’ Capital
For the Period January 1, 2009 through June 30, 2009
 


                   
(in U.S. dollars)
                 
                   
   
General
   
Limited
       
   
Partner
   
Partners
   
Total
 
                   
Partners' capital, January 1, 2009
  $ 1,000     $ 1,141,752,663     $ 1,141,753,663  
Capital contributions
    -       1,125,000       1,125,000  
Capital withdrawals
    -       (1,420,280 )     (1,420,280 )
Deemed distributions
    -       (1,373,640 )     (1,373,640 )
Allocation of net increase in partners’ capital
                       
   resulting from operations
    -       386,381,737       386,381,737  
Partners' capital, June 30, 2009
  $ 1,000     $ 1,526,465,480     $ 1,526,466,480  


 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 8 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Consolidated Statement of Cash Flows
For the Period January 1, 2009 through June 30, 2009
 



(in U.S. dollars)
 
     
Cash flows from operating activities
     
Net increase in partners' capital resulting from operations
  $ 386,381,737  
Adjustments to reconcile net increase in partners' capital resulting from
       
operations to net cash used by operating activities:
       
Purchases of securities and equity access products
    (1,074,182,904 )
Payments to cover securities sold short
    (50,670,162 )
Proceeds from sales of securities and equity access products
    936,516,964  
Proceeds from securities sold short
    58,298,528  
Proceeds from closeouts of futures contracts
    58,569,643  
Payments on forward foreign currency contracts
    (4,341,957 )
Increase in operating assets:
       
Due from broker
    (13,355,546 )
Dividends receivable
    (952,909 )
Increase in operating liabilities:
       
Accounts payable and accrued expenses
    2,364,757  
Net change in unrealized appreciation on investments in securities and derivative transactions
    (390,113,304 )
Net change in unrealized appreciation of investments in securities sold short
    (2,696,888 )
Net change in unrealized appreciation on forward foreign currency contracts
    111,729  
Net realized gain on investments in securities and derivative transactions
    (5,734,122 )
Net realized gain on investments in securities sold short
    1,679,797  
Net realized gain on foreign currency transactions
    4,341,957  
              Net cash used by operating activities
    (93,782,680 )
Cash flows from financing activities
       
Capital contributions, net of change in capital contribution receivable
    1,525,000  
Capital withdrawals, net of change in capital withdrawals payable
    (48,936,031 )
Deemed distributions
    (1,373,640 )
                  Net cash used by financing activities
    (48,784,671 )
                  Net decrease in cash and cash equivalents
    (142,567,351 )
Cash and cash equivalents (including foreign cash)
       
Beginning of period
    364,026,754  
End of period
  $ 221,459,403  
         

 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 9 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2009
 


 
1.Organization
 
NVH I LP (the “Master Fund”) is a Cayman Islands exempted limited partnership which commenced operations on November 8, 2004.  The Master Fund is governed by its agreement of limited partnership dated January 7, 2006 (the "Partnership Agreement").
 
The investment manager of the Master Fund is New Vernon Advisers LP (the “Investment Manager”), a Delaware limited liability partnership.  The Investment Manager is responsible for the investment decisions of the Master Fund and also assists with certain administrative functions.  The General Partner of the Master Fund is New Vernon Management LLC (the “General Partner”), a Delaware limited liability company.  The General Partner manages the business and affairs of the Master Fund and is affiliated with the Investment Manager.
 
The consolidated financial statements of the Master Fund represent the financial position and results of operations of the Master Fund, and its wholly-owned Mauritian subsidiaries: New Vernon India Limited, New Vernon Private Equity Limited and New Vernon Mauritius (collectively, the “Mauritius Companies”).
 
The Master Fund operates under a “master fund/feeder fund” structure where its limited partners invest substantially all of their assets in the Master Fund.  At June 30, 2009, New Vernon Holdings LP (“Holdings”) and New Vernon India Fund LP held interests in the partners’ capital of the Master Fund of 52.26% and 47.74%, respectively.  Holdings has two limited partners: New Vernon India (Cayman) Fund LP and New Vernon India (Cayman) Fund II LP, which own indirect interests in the partners’ capital of the Master Fund of 25.30% and 23.43%, respectively, at June 30, 2009.
 
New Vernon India (Cayman) Fund LP, New Vernon India (Cayman) Fund II LP and New Vernon India Fund LP are collectively called the “Feeder Funds”.  The limited partners of the Feeder Funds are referred to as the “Limited Partners”.
 
Nature of Investments
The Master Fund’s primary investment objective is to seek to earn a superior risk-adjusted return primarily through investments in a selection of Indian companies, Indian real estate projects and other assets.  Investments are primarily equity or equity related and may be structured either through direct or synthetic ownership.  “Indian Companies” are companies that: (i) are organized under the laws of India; (ii) have securities which are traded principally on any Indian stock exchange or in the Indian over-the-counter market; or (iii) are located outside of India and have the potential to benefit from access to Indian operations, markets, technologies, workforce or other capabilities.  “Indian Real Estate Projects” include the development and management of commercial, industrial and/or residential real estate and hospitality projects located within India.  The Master Fund may also invest up to 15% of total capital commitments of the Limited Partners in securities of issuers organized, having their principal place of business, or principal trading market in Hong Kong, Indonesia, Malaysia, Singapore, South Korea, Taiwan, Thailand, Japan, Sri Lanka, Pakistan, People’s Republic of China, Bangladesh, Vietnam or the Philippines as well as emerging market countries throughout Asia and elsewhere.
 
The Master Fund may also invest in other special investment opportunities.  Additionally, the Master Fund is authorized to use various investment strategies (across instruments, including but not restricted to, currency forwards, futures, options and other financial instruments) to seek to manage various market risks.  The Master Fund may also, from time to time, sell securities short without limitation.
 

 
- 10 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2009
 


    The General Partner may designate up to 40% of total capital commitments of the Limited Partners as "Designated Investments" (termed “Private investments” in the consolidated condensed schedule of investments) because they will be, in the view of the General Partner, long term, illiquid or without a readily ascertainable market value.
 
 
2.Summary of Significant Accounting Policies
 
The following is a summary of the significant accounting policies followed by the Master Fund in the preparation of its consolidated financial statements.  The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements.  In particular, estimates are made relating to the fair value of securities (including Private Investments) and derivatives.  Actual results could differ from those estimates and such differences could be material to the Master Fund's financial statements.
 
Consolidation
The Master Fund consolidates its wholly-owned subsidiaries.  Intercompany accounts and transactions have been eliminated.
 
Investment Transactions
Investment and contractual transactions are recorded on a trade/contract date basis.  Realized gains and losses on security transactions are determined on the specific identification cost basis.
 
Investment Valuation
In general, when investments are listed on an established securities exchange or traded in the over-the-counter market (“OTC”), the Master Fund will value them at their last available public sale price.  Investments in investment funds will be valued at the fair value reported by such investment fund.  At June 30, 2009, the Master Fund held $28,235,268 of listed common stocks where the Master Fund's holdings relative to the average daily trading volume of these common stocks or underlying common stocks was 20 days or greater.
 
At June 30, 2009, $57,279,158 of investments consists of securities included in Designated Investments which are valued at the last available public sales price.
 
The Master Fund enters into equity access products.  Equity access products are OTC contracts that are valued at contractual terms based upon the last available public sale price of the underlying listed common stock.
 
The Master Fund may buy or write put and call options through listed exchanges and the OTC market.  The buyer of an option has the right to purchase (in the case of a call option) or sell (in the case of a put option) a specified quantity of a specified security or currency at a specified price prior to or on a specified expiration date.  The writer of an option is exposed to the risk of loss if the market price of the underlying securities or currencies decreases (in the case of a put option) or increases (in the case of a call option).  The writer of an option can never profit more than the premium paid by the buyer but can lose an unlimited amount in the case of a written call option and can lose the difference between the strike price and zero in the case of a written put option.
 

 
- 11 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2009
 


Premiums received from writing options are recorded as liabilities.  If the value of a written option exceeds the premiums received, the excess is treated as an unrealized loss.  Conversely, if a premium exceeds the value, the excess, to the extent of premiums received, is treated as a unrealized gain.  When a written option expires on its stipulated expiration date or when the closing transaction is entered into, the related liability is extinguished and the Master Fund realizes a gain (or loss if the cost of the closing transaction exceeds the premium received when the option was written).  When an option is purchased, an amount equal to the premium paid is recorded as an investment and subsequently adjusted to the current value.  If the value of a purchased option exceeds the premium paid, the excess is treated as an unrealized gain.  Conversely, if the premium exceeds the value, the excess, to the extent of premiums paid, is treated as an unrealized loss.  When a purchased option expires on its stipulated expiration date or when a closing transaction is entered into, the premium paid on the purchase of the option is treated by the Master Fund as a realized loss.
 
Options listed on a national securities exchange are fair valued at their last available public sale price.  Investments in OTC option contracts are fair valued using one or more indicative quotations from financial institutions.
 
Forward foreign currency contracts are fair valued using forward rates obtained from recognized market information providers.  Futures contracts are traded on exchanges and are fair valued at their last available sale price.
 
Designated Investments are stated at fair value as determined in good faith by the General Partner (in consultation with the Investment Manager and where deemed appropriate by the Investment Manager,  receipt of third party prepared appraisals).  At June 30, 2009, there were 35 Designated Investments with an aggregate fair value of $418,166,584.  The largest individual Designated Investment at June 30, 2009 had a fair value of $56,519,764.  At June 30, 2009, $18,215,815 consist of convertible securities valued using a discounted redemption value plus the fair value of the embedded option within such securities, if applicable.  For the remaining Designated Investments of $342,671,611 (which excludes Designated Investments of $57,279,158 fair valued at their last available public sale price), generally the General Partner (in consultation with the Investment Manager and where deemed appropriate by the Investment Manager, upon receipt of third party prepared appraisals) will initially fair value such investments at cost and will adjust the fair values to reflect meaningful third-party transactions in the private equity market, a significant change in the financial condition or operating performance of the investment, or other pertinent developments that otherwise warrant a change in the fair valuation of the investment.  Factors considered in fair valuing individual investments include, without limitation, available market prices, type of security, purchase price, purchases of the same or similar securities by other investors, marketability, restrictions on disposition, yield-to-maturity, current financial position and operating results and other pertinent information.  Real estate investments are fair valued considering various market, income and cost approaches.
 
Notwithstanding the foregoing, if in the reasonable judgment of the General Partner (in consultation with the Investment Manager), in its sole discretion, the listed or quoted price for an investment held by the Master Fund does not represent the fair value of such security or where price quotations are not readily available or where prices received are not deemed appropriate, such investment shall be valued at fair value as determined by the General Partner (in consultation with the Investment Manager).
 
Although the General Partner (in consultation with the Investment Manager and receipt of third party prepared appraisals) uses its best judgment in estimating the fair value of investments, there are inherent limitations in any estimation technique.  The fair value estimates presented herein are not necessarily the amount that the Master Fund could realize in a current transaction.  Future confirming events will
 

 
- 12 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2009
 

 
also affect the estimates of fair value and the effect of such events on the estimates of fair value, including the ultimate liquidation of investments, could be material to the consolidated financial statements.  At June 30, 2009, total securities fair valued by the General Partner (in consultation with the Investment Manager) were $360,887,426 (which excludes Designated Investments of $57,279,158 valued at their last available public sale price) and represented 23.64% of total partners’ capital.  In addition, at June 30, 2009, $28,235,268 listed common stocks representing 1.85% of total partners’ capital, respectively, consisted of holdings of 20 days or greater relative to the average daily trading volume of such common stocks or underlying common stocks.
 
Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements, established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to level 1 measurements, which include unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets and liabilities.  The next priority is given to level 2 measurements, which include quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly.  The lowest priority is given to level 3 measurements, which includes prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported with little or no market activity).
 
The following table sets forth the Master Fund’s investments by level within the fair value hierarchy at June 30, 2009:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
Investments in securities:
                       
Listed common stocks
  $ 839,331,659     $ -     $ -     $ 839,331,659  
Exchange traded funds
    16,838,849       -       -       16,838,849  
Options purchased
    1,047,810       9,567,238       -       10,615,048  
Bonds
    7,726,910       -       -       7,726,910  
Investment fund
    -       -       5,068,364       5,068,364  
Private investments:
                               
Non-listed common stocks
    -       -       87,287,223       87,287,223  
Listed common stocks
    57,279,158       -       -       57,279,158  
Convertible redeemable preferred stock
    -       -       18,215,815       18,215,815  
Warrants
    -       273,389       -       273,389  
Real estate
    -       -       247,428,822       247,428,822  
Investment funds
    -       -       7,682,177       7,682,177  
      922,224,386       9,840,627       365,682,401       1,297,747,414  
Investments sold short:
                               
Exchange trade funds
    (6,143,005 )     -       -       (6,143,005 )
Options written
    (265,251 )     (340,683 )     -       (605,934 )
      (6,408,256 )     (340,683 )     -       (6,748,939 )
Unrealized appreciation on equity access products
    -       6,193,871       -       6,193,871  
Net unrealized appreciation on forward currency contracts
    -       5,315,061       -       5,315,061  
Net unrealized depreciation on forward currency contracts
    -       (3,581,243 )     -       (3,581,243 )
Total
  $ 915,816,130     $ 17,427,633     $ 365,682,401     $ 1,298,926,164  
                                 
Cash equivalents- money market fund
  $ 32,044,883                          

 
- 13 -

 
 
The following table sets forth a summary of changes in the fair value of the Master Fund’s level 3 investments for the period January 1, 2009 through June 30, 2009:
 
   
Investments in Securities
       
               
Private Investments
       
   
Investment Fund
   
Commercial Paper
   
Non-Listed Common Stocks
   
Convertible Redeemable Preferred Stock
   
Real Estate
   
Investment Funds
   
Totals
 
                                           
Balance, beginning of period
  $ -     $ 36,784,052     $ 77,409,755     $ 14,683,235     $ 228,647,980     $ 5,838,866     $ 363,363,888  
Net purchases and dispositions
    5,000,000       (39,590,610 )     -       -       13,287,030       2,244,546       (19,059,034 )
Net realized gain (loss) on investments in securities
    -       1,056,333       -       -       (6,170 )     -       1,050,163  
Net change in unrealized appreciation (depreciation) on investments in securities
    68,364       1,750,225       9,877,468       3,532,580       5,499,982       (401,235 )     20,327,384  
Transfers in and out
    -       -       -       -       -       -       -  
Balance, end of period
  $ 5,068,364     $ -     $ 87,287,223     $ 18,215,815     $ 247,428,822     $ 7,682,177     $ 365,682,401  
                                                         
Net change in unrealized appreciation (depreciation) from investments still held at the end of the period
  $ 68,364     $ -     $ 9,877,468     $ 3,532,580     $ 5,493,812     $ (401,235 )   $ 18,570,989  
Gains from investments disposed of during the period
    -       2,806,558       -       -       -       -       2,806,558  
    $ 68,364     $ 2,806,558     $ 9,877,468     $ 3,532,580     $ 5,493,812     $ (401,235 )   $ 21,377,547  

 
All net realized and unrealized gains (losses) in the table above are reflected in the accompanying consolidated statement of operations.  Net unrealized appreciation (depreciation) relates to those financial instruments held by the Master Fund at June 30, 2009.
 
The Master Fund adopted Financial Accounting Standards Board’s (“FASB”) SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities which requires enhanced disclosures about an entities’ derivative and hedging activities.  For purposes of SFAS No. 161, the Master Fund’s derivative instruments are designated as non-hedging instruments.
 
The following table sets forth the Master Fund’s fair value of derivative instruments at June 30, 2009 as presented in the consolidated statement of assets, liabilities and partners’ capital:
 
   
Fair Value
 
Investments in securities:
     
Options purchased:
     
Foreign exchange contracts
  $ 9,293,974  
Equity contracts
    1,047,808  
Commodity contracts
    273,266  
      10,615,048  
Unrealized appreciation on equity access products:
       
Equity contracts
    6,193,871  
Net unrealized appreciation on forward foreign currency contracts:
       
Foreign exchange contracts
    5,315,061  
Net unrealized depreciation on forward foreign currency contracts:
       
Foreign exchange contracts
    (3,581,243 )
Investments sold short:
       
Options written:
       
Foreign exchange contracts
    (243,023 )
Equity contracts
    (265,251 )
Commodity contracts
    (97,660 )
      (605,934 )
         
Net derivatives
  $ 17,936,803  
 
 
- 14 -

 
 
The following table sets forth the Master Fund’s realized and unrealized gain (loss) on derivative instruments for the period January 1, 2009 through June 30, 2009 as presented in the consolidated statement of operations:
 
   
Net Realized Gain (Loss)
     
Net Change in Unrealized Appreciation (Depreciation)
 
               
Net realized gain (loss) on derivative transactions:
     
Net change in unrealized appreciation (depreciation) on derivative transactions:
     
Options purchased:
     
Options purchased:
     
Equity contracts
  $ (10,056,178 )
Equity contracts
  $ 3,824,728  
Foreign exchange contracts
    -  
Foreign exchange contracts
    5,035,600  
Commodity contracts
    -  
Commodity contracts
    (109,140 )
Futures contracts:
       
Futures contracts:
       
Equity contracts
    56,843,065  
Equity contracts
    -  
Equity access products
    464,953  
Equity access products
    5,222,983  
Options written:
       
Options written:
       
Equity contracts
    1,685,732  
Equity contracts
    314,105  
Foreign exchange contracts
    -  
Foreign exchange contracts
    4,015,352  
Commodity contracts
    -  
Commodity contracts
    67,780  
Net realized gain (loss) on foreign currency transactions:
       
Net change in unrealized (appreciation) depreciation on foreign currency transactions:
       
Foreign exchange contracts
    (122,959 )
Foreign exchange contracts
    (111,729 )
                   
    $ 48,814,613       $ 18,259,679  

 
Income and Expense Recognition
Interest income is recorded on the accrual basis.  Dividend income is recognized on the ex-dividend date net of any withholding tax.  Other operating expenses are recorded on the accrual basis as incurred.  Expenses incurred in connection with the purchase of Designated Investments are included as a component of each of the investment's cost.
 
Income Taxes
No provision has been made in the accompanying financial statements for U.S. income taxes.  The Master Fund is not subject to such taxes; individual partners may be taxed on their proportionate share of the Master Fund’s income based on their individual circumstances.
 
The Master Fund is a Cayman Islands exempted limited partnership. Under the current laws of the Cayman Islands, there is no income, estate, transfer, sale or other taxes payable by the Master Fund.  The Master Fund trades stocks and securities for its own account and, as such, is generally not subject to
 

 
- 15 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2009
 


U.S. tax on such earnings (other than certain withholding taxes indicated below).  The Investment Manager intends to conduct the business of the Master Fund to the maximum extent practicable so that the Master Fund’s activities do not constitute a U.S. trade or business.  Dividends as well as certain interest and other income received by the Master Fund from sources within the United States may be subject to, and reflected net of, United States withholding tax at the rate of 30%.  Interest, dividend and other income realized by the Master Fund from non-U.S. sources and capital gains realized on the sale of securities of non-U.S. issuers may be subject to withholding and other taxes levied by the jurisdiction in which the income is sourced.
 
The Master Fund conducts its investment activities in India through the Mauritius Companies which are tax residents of Mauritius and expect to obtain benefits under the double taxation treaty between Mauritius and India.  To obtain benefits under the double taxation treaty, the Mauritius Companies must meet certain tests and conditions, including the establishment of Mauritius tax residence and related requirements.  The Mauritius Companies have obtained certificates from the Mauritian authorities that they are residents of Mauritius.  Under the tax treaty a tax resident of Mauritius that has no permanent establishment in India will not be subject to tax on gains or profits in India on the sale of securities or tax on dividends paid by Indian companies.  Management believes that the Mauritius Companies qualify to obtain the benefits of the tax treaty and, accordingly, no provision for Indian income taxes has been made in the consolidated financial statements of the Master Fund.
 
The Master Fund files U.S. Federal income tax returns as well as returns in certain foreign jurisdictions.  With few exceptions, the Master Fund is no longer subject to income tax examinations by tax authorities for years before 2005.  There are currently no examinations being conducted of the Master Fund by the Internal Revenue Service or any other taxing authority.
 
The Master Fund recognizes interest and penalties related to the underpayment of income taxes in operating expenses; however, during the period January 1, 2009 through June 30, 2009, no such interest and penalties were incurred.
 
The Master Fund follows FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB No. 109, which requires the General Partner to determine whether a tax position of the Master Fund is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation by the applicable taxing authority, based on the technical merits of the position.  The tax benefits to be recognized are measured as the largest amount of benefit that is greater fifty percent likely of being realized upon ultimate settlement which could result in the Master Fund recording a tax liability that would reduce partners’ capital.  The Master Fund did not have any unrecognized tax benefits resulting from tax positions related to either the period January 1, 2009 through June 30, 2009 or prior periods.  The General Partner does not expect any change in unrecognized tax benefits within the next year.
 
Cash and Cash Equivalents
Cash and cash equivalents include cash held on deposit and short-term investments with an original maturity of three months or less.  Cash equivalents are recorded at cost plus accrued interest which
 

 
- 16 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2009
 


approximates fair value.  Additional information on cash receipts and payments is presented in the consolidated statement of cash flows.  The Master Fund maintains its cash balances with one or more financial institutions.  The Master Fund is subject to credit risk should any of these financial institutions be unable to fulfill their obligations.
 
Foreign Currency Translation
The books and records of the Master Fund are maintained in U.S. dollars.  The fair value of investments and other assets and liabilities are translated at the prevailing exchange rates at the end of the period.  Purchases, sales, income and expenses are translated at the exchange rates prevailing on the respective dates of such transactions.  Net realized gain or loss on foreign currency transactions arises from the close out of forward foreign currency contracts and from currency gains or losses realized on non investment related assets and liabilities.  Net change in unrealized appreciation or depreciation on foreign currency arises from changes in the values of assets and liabilities, other than investments, resulting from changes in exchange rates and forward foreign currency contracts.  The Master Fund does not isolate the portion of realized and unrealized gain or loss on investments arising as a result of changes in foreign exchange rates on investments from the fluctuations arising from changes in the fair value of investments.
 
Foreign Currency Contracts
The Master Fund may enter into forward and spot foreign currency contracts.  A forward foreign currency contract is an agreement to buy or sell currencies of different countries on a specified future date at a specified rate.
 
The fair value of the contract will fluctuate with changes in currency exchange rates.  Contracts are fair valued daily at the current forward rates obtained from recognized market information providers, and the change in the fair value is recorded by the Master Fund as unrealized appreciation or depreciation of foreign currency contracts.  Realized gains or losses equal to the difference between the fair value of the contract at the time it was opened and the fair value at the time it was closed are recorded upon delivery or receipt of the currency or, if a foreign currency contract is offset by entering into another foreign currency contract with the same broker, upon settlement of the net gain or loss.  Unrealized gains and losses are reported as assets or liabilities.
 
Equity Access Products
The Master Fund enters into equity access products which are leveraged equity positions.  The leverage inherent in these instruments is provided by the counterparty (Morgan Stanley & Co. Incorporated at June 30, 2009).  Interest earned on equity access product collateral is recorded as interest income.  Expenses on the financing underlying the equity access products are recorded as part of realized and unrealized gain or loss on investments.  A realized gain or loss is recorded upon termination of an equity access product.  Unrealized gains and losses are reported as assets or liabilities.
 
Futures Contracts
The Master Fund may enter into security index, financial and commodity futures contracts.  Upon entering into a futures contract, the Master Fund is required to deposit an amount equal to a certain percentage of the contract value.  On a daily basis and on the expiration date, payments are made or received by the Master Fund reflecting the aggregate change in the fair value of the contract.  Upon the closing of a contract, the Master Fund will recognize a realized gain or loss.  Unrealized gains and losses are reported as assets or liabilities.
 

 
- 17 -

 
NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2009
 


Margin Deposits with Brokers
Margin deposits held with the Master Fund’s brokers earn interest at a negotiated rate and are pledged as collateral for equity access products and securities sold short.  At June 30, 2009, equity access products had aggregate leverage of approximately $15,700,000 and securities sold short had an aggregate fair value of approximately $6,700,000.  At June 30, 2009, broker margin deposits were $21,972,939 and are reflected in the consolidated statement of assets, liabilities and partners’ capital as Due from Broker.
 
Netting of Derivatives
The Master Fund nets realized and unrealized gains and losses by counterparty and product type in accordance with the provisions of FASB Interpretation No. 39.
 
Financial Instruments
All assets and liabilities classified as financial instruments under SFAS 107: Disclosures about Fair Value of Financial Instruments are reported at fair value.
 
Capital Contributions and Withdrawals
Capital contributions are recognized when received.  Withdrawals are recognized as liabilities when amounts requested in the withdrawal notice become fixed, which generally occurs on the last day of a fiscal period.  As a result, withdrawals paid after the end of the year, but based upon year-end partners’ capital values, are reflected as capital withdrawals payable at the end of the year.  Withdrawal notices received for which the dollar is not fixed remain in capital until the partners’ capital value used to determine the withdrawals amounts are determined.
 
 
3.Related Party Transactions
 
Certain Limited Partners of the Feeder Funds are affiliated with the Investment Manager or the General Partner.  At June 30, 2009, total capital contributed and committed to by such affiliated Limited Partners was $43,569,000.
 
 
4.Management Fees
 
The Mauritius Companies pay the Investment Manager an annual management fee calculated and paid quarterly equal to the sum of 0.5% of their quarterly net asset values.  Management fees are charged on the cost basis or written down value of Designated Investments.  The management fees paid by the Mauritius Companies are reflected in these consolidated financial statements as management fee expense which was $9,863,596 for the period January 1, 2009 through June 30, 2009.
 
 
5.Incentive Allocation
 
No General Partner incentive allocations are made at the Master Fund level.  Such allocations are made at the Holdings and Feeder Funds level.
 
 
6.Administrator
 
The Master Fund entered into an administration agreement with Citi Hedge Fund Services (Cayman), Ltd. (the “Administrator”).  Subject to the General Partner’s supervision, the Administrator handles among other things, maintaining the Master Fund’s books and records and processing capital transactions.  The Master Fund pays the Administrator a fee for these services, approximately $150,000
 

 
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NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2009
 


for the period January 1, 2009 through June 30, 2009, which is included in professional fees in the consolidated statement of operations.
 
 
7.Partners’ Capital
 
Capital Contributions and Withdrawals
The Master Fund accepts contributions and withdrawals from the Feeder Funds quarterly or at such other times as the General Partner decides.
 
At June 30, 2009, the Limited Partners had total capital commitments of $1,166,015,000, all of which has been contributed to the Feeder Funds.
 
Capital withdrawals payable in the consolidated statement of assets, liabilities and partners’ capital represent capital withdrawals effective June 30, 2009.
 
Allocation of Net Profits and Net Losses
The net profits and net losses of the Master Fund are allocated to Holdings and the Feeder Funds in proportion to relative capital interests on a quarterly basis and at such other times when capital transactions occur.  The General Partner does not receive an allocation of net profit or net loss at the Master Fund level.
 
During the period ended June 30, 2009, all expenses were recorded by the Master Fund and allocated to Holdings and the Feeder Funds based on their proportionate share of the Master Fund, except for direct management fees charged to the Feeder Funds.
 
The Master Fund pays management fees to the Investment Manager on behalf of Holdings and the Feeder Funds.  For the period January 1, 2009 through June 30, 2009, the Master Fund paid $1,373,640 of these management fees.  The payment of such fees on behalf of the Feeder Funds was effected by deemed distributions of an equivalent amount.
 
Distributions
The Master Fund does not generally intend to pay distributions.  During the period January 1, 2009 through June 30, 2009, there were deemed distributions to Holdings and the Feeder Funds related to management fees the Master Fund paid on their behalf.
 
 
8.Risks
 
The following summary of certain risk factors is not intended to be a comprehensive summary of all risks inherent in investing in the Master Fund.
 
An investment in the Master Fund is highly speculative and involves a high degree of risk due to the nature of the Master Fund’s investments and the strategies employed.  There can be no assurance that the investment objectives of the Master Fund will be achieved.
 
The Master Fund has elements of risk not typically associated with investments in the United States as it is concentrated in India at June 30, 2009.  Such additional risks include, but are not limited to, political or economic conditions in India or the possible imposition of adverse governmental laws or currency exchange restrictions which could cause the securities and their market to be less liquid and prices more volatile than those comparable to the United States.  Indian or Mauritian tax law and the tax treaty
 

 
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NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2009
 


between India and Mauritius are subject to change which may have an adverse impact on the Master Fund.  Because certain markets and instruments in which the Master Fund invests are volatile and may be illiquid or the Master Fund’s holdings of listed common stocks relative to the average daily trading volume of these common stocks is significant, the prices which may be realized upon disposition of certain listed common stocks and related equity access products may differ from the Master Fund’s carrying value.  Designated Investments by their nature can be long-term, illiquid, restricted as to their resale or without a readily ascertainable market value.  Such investments can take a significant period of time to reach a state of maturity at which liquidation can be considered.  At June 30, 2009, the fair value of Designated Investments was $360,887,426 (which excludes Designated Investments of $57,279,158 valued at their last available public sale price).  As discussed in Note 2, such fair value may not be ultimately realizable and the difference to the carrying values reported in the consolidated condensed schedule of investments could be material to the consolidated financial statements.  Also discussed in Note 2, equity access products have inherent leverage which magnifies the effect of any underlying security price change on the Master Fund's capital.
 
Real estate investments are subject to various risk factors.  Generally, real estate investments could be adversely affected by a recession or general economic downturn where the properties are located.  Real estate investment performance is also subject to the success that a particular property manager has in managing the property.
 
The Master Fund clears substantially all of its securities purchases and sales and maintains its foreign currency positions and forward contracts through Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC, or CitiGroup, the “Prime Brokers”, pursuant to clearance agreements.  Substantially all foreign currency, listed and unlisted securities, equity access products, options and forward contracts are maintained with the Prime Brokers and may be held by the Prime Brokers as collateral.  The Master Fund is subject to credit risk to the extent that the Prime Brokers may be unable to fulfill their obligations either to return the Master Fund’s securities or repay amounts owed.  Collateral requirements for open derivative positions (including equity access products and forward contracts) can change rapidly based on market conditions and can result in additional collateral calls or sales of collateral.
 
In the normal course of its business, the Master Fund trades various financial instruments and enters into certain investment activities with off-balance sheet risk.  These financial instruments include futures, forwards, equity access products, options and short sales.  Each of these financial instruments contains varying degrees of off-balance sheet risk whereby changes in the fair values of the securities underlying the financial instruments may affect the fair value of the contracts and such effects may be in excess of the amounts recognized in the consolidated statement of assets, liabilities and partners’
 

 
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NVH I LP
(a Cayman Islands exempted limited partnership)
Notes to Consolidated Financial Statements
June 30, 2009
 


capital.  Short sales and written call options have unlimited risk.  The contract or notional amounts of these derivative instruments reflects the Master Fund’s extent of involvement in the particular class of financial instruments and does not represent amounts subject to risk of loss.  The Master Fund is exposed to credit risk associated with counterparty nonperformance to the extent of unrealized gains inherent in such contracts at the date of default.
 
The Master Fund may invest in securities or maintain cash denominated in currencies other than the U.S. dollar.  The Master Fund is exposed to risk that the exchange rate of the U.S. dollar relative to other currencies may change in a manner, which has an adverse affect on the reported value of the Master Fund’s assets and liabilities denominated in currencies other that the U.S. dollar.  The Master Fund has significant exposure to the Indian Rupee at June 30, 2009.
 
Legal, tax and regulatory changes could occur during the term of the Master Fund that may adversely affect the Master Fund.  The regulatory environment for hedge funds is evolving, and changes in the regulation of hedge funds may adversely affect the fair value of investments held by the Master Fund and the ability of the Master Fund to obtain the leverage it might otherwise obtain or to pursue its trading strategies.  In addition, securities and futures markets are subject to comprehensive statutes, regulations and margin requirements.  Regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies.  The regulation of derivative transactions and short selling and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions.  The effect of any future regulatory change on the Master Fund could be substantial and adverse.
 
Credit risks associated with cash and cash equivalents is discussed in Note 2.
 
Market risk is influenced by the nature of the items included in a particular category of financial instruments and by the relationship among various external factors.
 
At June 30, 2009, the Master Fund was concentrated in India and the industries listed in the consolidated condensed schedule of investments.
 
As discussed in Note 1, the Investment Manager provides investment management services to the Master Fund.  The Master Fund could be materially affected by the actions and liquidity of the Investment Manager.
 
As discussed in Note 1, the Master Fund’s investors are Holdings and the Feeder Funds.  The Master Fund could be materially affected by the actions of Holdings and the Feeder Funds or their underlying investors.  At June 30, 2009, the Feeder Funds had limited partners with individually significant capital balances including New Vernon India (Cayman) Fund LP which had one limited partner.
 
 
9.Commitments and Contingencies
 
In the normal course of business, the Master Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications.  The Master Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Master Fund that have not yet occurred.  The General Partner expects the risk of loss to be remote.
 
The Master Fund makes certain commitments to invest in private investments.  Unfunded commitments at June 30, 2009 amounted to approximately $52,800,000.
 
 
 
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10.Financial Highlights
 
The following financial highlights are for the period January 1, 2009 through June 30, 2009.  Such results are not predictive of future performance.
 
Total Return (1) (2) 33.88%
 
Ratios to weighted average limited partners’ capital (2)
 
Net investment loss(0.77)%
 
Total expenses0.99%
 
 
(1)
Total return is calculated for the limited partners taken as a whole.  Total return is calculated based on the change in partners’ capital (adjusted for the effects of any capital contributions or withdrawals) for the current period only and, therefore does not reflect the history-to-date of the return of the Master Fund.  An individual limited partner’s return may vary from these returns based on such factors as the timing of capital transactions and Holding and Feeder Fund level income and expenses and incentive allocations.

 
(2)
Not annualized.  The ratios of net investment loss and total expenses to average limited partners’ capital on an annualized basis are (1.55)% and 1.97%, respectively.  These ratios are calculated based on average limited partners’ capital.
 
 
11.Subsequent Events
 
For the period July 1, 2009 through September 25, 2009, which is the date the financial statements were issued, the Master Fund received total capital contributions of $13,600,000.
 

 

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