N-CSRS 1 dncsrs.htm THE ENDOWMENT INSTITUTIONAL FUND, L.P. The Endowment Institutional Fund, L.P.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-22367

 

 

The Endowment Institutional Fund, L.P.

(Exact name of registrant as specified in charter)

 

 

4265 SAN FELIPE, SUITE 800, HOUSTON, TX 77027

(Address of principal executive offices)            (Zip code)

 

 

 

  With a copy to:
A. Haag Sherman   George J. Zornada
The Endowment Institutional Fund, L.P.   K & L Gates LLP
4265 San Felipe, Suite 800   State Street Financial Center
Houston, TX 77027   One Lincoln St.
(Name and address of agent for service)   Boston, MA 02111-2950
  (617) 261-3231

 

 

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

Date of fiscal year end: 12/31/10

Date of reporting period: 06/30/10

 

 

 


Table of Contents
Item 1. Reports to Stockholders.


Table of Contents

the

ENDOWMENT FUND

 

The Endowment Institutional Fund, L.P.

Shareholders’ Report

June 30, 2010


Table of Contents

 

TABLE OF CONTENTS

 

The Endowment Institutional Fund, L.P.

  

Statement of Assets, Liabilities and Partners’ Capital

   1

Statement of Operations

   2

Statement of Changes in Partners’ Capital

   3

Statement of Cash Flows

   4

Notes to Financial Statements

   5

Supplemental Information

   11

The Endowment Master Fund, L.P.

  

Consolidated Statement of Assets, Liabilities and Partners’ Capital

   17

Consolidated Schedule of Investments

   18

Consolidated Statement of Operations

   27

Consolidated Statement of Changes in Partners’ Capital

   28

Consolidated Statement of Cash Flows

   29

Notes to Consolidated Financial Statements

   30

Supplemental Information

   48


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THE ENDOWMENT INSTITUTIONAL FUND, L.P.

(A Limited Partnership)

Statement of Assets, Liabilities and Partners’ Capital

June 30, 2010

(Unaudited)

 

Assets

Investments in the Master Fund, at estimated fair value

   $ 9,409,119

Advanced contributions to the Master Fund

     1,280,000

Prepaids and other assets

     13,734
      

Total assets

     10,702,853
      
Liabilities and Partners’ Capital

Contributions received in advance

     1,280,000

Servicing Fees payable

     6,772

Accounts payable and accrued expenses

     15,305
      

Total liabilities

     1,302,077
      

Partners’ capital

     9,400,776
      

Total liabilities and partners’ capital

   $ 10,702,853
      

 

See accompanying notes to financial statements.

 

1


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THE ENDOWMENT INSTITUTIONAL FUND, L.P.

(A Limited Partnership)

Statement of Operations

For the Period from February 1, 2010 through June 30, 2010*

(Unaudited)

 

Net investment loss allocated from the Master Fund:

  

Dividend income

   $ 3,948   

Interest income

     363   

Dividend income from affiliated investments

     1,111   

Interest income from affiliated investments

     54   

Expenses

     (31,125
        

Net investment loss allocated from the Master Fund

     (25,649
        

Expenses of the Institutional Fund:

  

Servicing Fees

     9,334   

Organization costs

     48,461   

Amortization of offering costs

     6,867   

Professional fees

     4,773   

Tax fees

     10,227   

Other expenses

     2,340   
        

Total expenses of the Institutional Fund

     82,002   
        

Net investment loss of the Institutional Fund

     (107,651
        

Net realized and unrealized gain (loss) from investments, affiliated investments, foreign currency transactions, options and redemptions in-kind allocated from the Master Fund:

  

Net realized gain from investments, affiliated investments, foreign currency transactions, options and redemptions in-kind

     38,254   

Change in unrealized appreciation (depreciation) from investments and foreign currency translations allocated from the Master Fund

     (107,355
        

Net realized and unrealized loss from investments, affiliated investments, foreign currency transactions and translations, options .and redemptions in-kind allocated from the Master Fund

     (69,101
        

Net decrease in partners’ capital resulting from operations

   $ (176,752
        

 

*

The Institutional Fund commenced operations on February 1, 2010.

 

See accompanying notes to financial statements.

 

2


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THE ENDOWMENT INSTITUTIONAL FUND, L.P.

(A Limited Partnership)

Statement of Changes in Partners’ Capital

For the Period from February 1, 2010 through June 30, 2010*

(Unaudited)

 

Partners’ capital at February 1, 2010

   $ —     

Contributions

     9,577,528   

Withdrawals

     —     

Net decrease in partners’ capital resulting from operations:

  

Net investment loss

     (107,651

Net realized gain from investments

     38,254   

Change in unrealized appreciation (depreciation) from investments

     (107,355
        

Net decrease in partners’ capital resulting from operations

     (176,752
        

Partners’ capital at June 30, 2010

   $ 9,400,776   
        

 

*

The Institutional Fund commenced operations on February 1, 2010.

 

See accompanying notes to financial statements.

 

3


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THE ENDOWMENT INSTITUTIONAL FUND, L.P.

(A Limited Partnership)

Statement of Cash Flows

For the Period from February 1, 2010 through June 30, 2010*

(Unaudited)

 

Cash flows from operating activities:

  

Net decrease in partners’ capital resulting from operations

   $ (176,752

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

  

Amortization of offering costs

     6,867  

Net realized and unrealized (gain) loss from investments, affiliated investments, foreign currency transactions and translations, options, and redemptions in-kind allocated from the Master Fund

     69,101   

Net investment loss allocated from the Master Fund

     25,649   

Contributions to the Master Fund

     (9,577,528

Withdrawals from the Master Fund

     73,659   

Increase in advanced contributions to the Master Fund

     (1,280,000

Increase in prepaids and other assets

     (20,601

Increase in Servicing Fees payable

     6,772   

Increase in accounts payable and accrued expenses

     15,305   
        

Net cash used in operating activities

     (10,857,528
        

Cash flows from financing activities:

  

Contributions

     10,857,528   

Withdrawals

     —     
        

Net cash provided by financing activities

     10,857,528   
        

Net change in cash and cash equivalents

     —     

Cash and cash equivalents at beginning of period

     —     
        

Cash and cash equivalents at end of period

   $ —     
        

 

*

The Institutional Fund commenced operations on February 1, 2010.

 

See accompanying notes to financial statements.

 

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THE ENDOWMENT INSTITUTIONAL FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements

June 30, 2010

(Unaudited)

 

(1) ORGANIZATION

The Endowment Institutional Fund, L.P. (the “Institutional Fund”), is a limited partnership organized under the laws of the state of Delaware. The Institutional Fund was registered and began operations on February 1, 2010, (“Inception”) as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Institutional Fund was created to serve as a feeder fund for The Endowment Master Fund, L.P. (the “Master Fund”). For convenience, reference to the Institutional Fund may include the Master Fund, as the context requires.

The Institutional Fund’s investment objective is to preserve capital and to generate consistent long-term appreciation and returns across a market cycle which is estimated to be five to seven years. The Institutional Fund pursues its investment objective by investing substantially all of its assets in the Master Fund, which invests its assets in a variety of investment vehicles including but not limited to limited partnerships, limited liability companies, offshore corporations and other foreign investment vehicles (collectively, the “Investment Funds”), registered investment companies including exchange traded funds and direct investments in marketable securities and derivative instruments. The Master Fund’s consolidated financial statements, footnotes and Consolidated Schedule of Investments, included elsewhere in this report, are an integral part of the Institutional Fund’s financial statements that should be read in conjunction with this report. The percentage of the Master Fund’s partnership interests owned by the Institutional Fund on June 30, 2010, was 0.18%.

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

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

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

 

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THE ENDOWMENT INSTITUTIONAL FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2010

(Unaudited)

 

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

(a) BASIS OF ACCOUNTING

The accounting and reporting policies of the Institutional Fund conform with U.S. generally accepted accounting principles (“GAAP”).

(b) CASH EQUIVALENTS

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

(c) INVESTMENT SECURITIES TRANSACTIONS

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

The Institutional Fund records security transactions on a trade-date basis.

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

In general, distributions received from Investment Funds are accounted for as a reduction to cost and any proceeds received above the allocated cost basis results in a realized gain. Realized gains or losses on the disposition of investments are accounted for based on the first in first out (“FIFO”) method.

(d) VALUATION OF INVESTMENTS

The valuation of the Institutional Fund’s investments will be determined as of the close of business at the end of any fiscal period, generally monthly. The valuation of the Institutional Fund’s investments is calculated by Citi Fund Services Ohio, Inc., the Institutional Fund’s independent administrator (the “Independent Administrator”). The valuation procedures of the Institutional Fund’s underlying investments are reviewed by a committee approved by the Board that was established to oversee the valuation of the Institutional Fund’s investments (the “Board Valuation Committee”), in consultation with the Adviser and the Independent Administrator.

The Institutional Fund invests substantially all of its assets in the Master Fund. Investments in the Master Fund are recorded at estimated fair value based on its proportional share of the Master Fund’s partners’ capital. Valuation of the investments held by the Master Fund is discussed in the Master Fund’s notes to consolidated financial statements, which are included herein.

(e) INVESTMENT INCOME

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

 

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THE ENDOWMENT INSTITUTIONAL FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2010

(Unaudited)

 

(f) FUND EXPENSES

Unless otherwise voluntarily or contractually assumed by the Adviser or another party, the Institutional Fund bears all expenses incurred in its business, directly or indirectly through its investment in the Master Fund, including but not limited to, the following: all costs and expenses related to investment transactions and positions for the Institutional Fund’s account; legal fees; accounting, auditing and tax preparation fees; recordkeeping and custodial fees; costs of computing the Institutional Fund’s net asset value; fees for data and software providers; research expenses; costs of insurance; registration expenses; offering costs; expenses of meetings of the partners; directors fees; all costs with respect to communications to partners; and other types of expenses as may be approved from time to time by the Board. Offering costs are amortized over a twelve-month period or less from the date they are incurred.

(g) INCOME TAXES

The Institutional Fund is organized and operated as a limited partnership and is not subject to income taxes as a separate entity. Such taxes are the responsibility of the individual partners. Accordingly, no provision for income taxes has been made in the Institutional Fund’s financial statements. Investments in foreign securities may result in foreign taxes being withheld by the issuer of such securities.

The Institutional Fund has evaluated the tax positions taken or expected to be taken in the course of preparing the Institutional Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained by the Institutional Fund upon challenge by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold and that would result in a tax benefit or expense to the Institutional Fund would be recorded as a tax benefit or expense in the current period. For the period February 1 to June 30, 2010, the Institutional Fund did not recognize any amounts for unrecognized tax benefit/expense. A reconciliation of unrecognized tax benefit/expense is not provided herein, as the beginning and ending amounts of unrecognized tax benefit/expense are zero, with no interim additions, reductions or settlements. Tax positions taken in tax years which remain open under the statute of limitations (generally three years for federal income tax purposes) are subject to examination by tax authorities.

(h) USE OF ESTIMATES

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

(i) ORGANIZATIONAL EXPENSES

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

 

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THE ENDOWMENT INSTITUTIONAL FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2010

(Unaudited)

 

(3) FAIR VALUE MEASUREMENTS

The Institutional Fund records its investment in the Master Fund at estimated fair value. Investments of the Master Fund are recorded at estimated fair value as more fully discussed in the notes to the Master Fund’s consolidated financial statements included elsewhere in this report.

(4) PARTNERS’ CAPITAL ACCOUNTS

(a) ISSUANCE OF INTERESTS

Upon receipt from an eligible investor of an initial or additional application for interests (the “Interests”), which will generally be accepted as of the first day of each month, the Institutional Fund will issue new Interests. The Interests have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state. The Institutional Fund issues Interests only in private placement transactions in accordance with Regulation D or other applicable exemptions under the Securities Act. No public market exists for the Interests, and none is expected to develop. The Institutional Fund is not required, and does not intend, to hold annual meetings of its partners. The Interests are subject to substantial restrictions on transferability and resale and may not be transferred or resold except as permitted under the Institutional Fund’s limited partnership agreement.

The Institutional Fund reserves the right to reject any applications for Interests. The $1,280,000 in contributions received in advance as of June 30, 2010 represents subscriptions for Institutional Fund Interests received prior to the July, 2010 closing.

(b) ALLOCATION OF PROFITS AND LOSSES

For each fiscal period, generally monthly, net profits or net losses of the Institutional Fund, including allocations from the Master Fund, are allocated among and credited to or debited against the capital accounts of all partners as of the last day of each fiscal period in accordance with the partners’ respective capital account ownership percentage for the fiscal period. Net profits or net losses are measured as the net change in the value of the partners’ capital of the Institutional Fund, including any net change in unrealized appreciation or depreciation from investments and income, net of expenses, and realized gains or losses during a fiscal period. Net profits or losses are allocated after giving effect for any initial or additional applications for Interests, which generally occur at the beginning of the month, or any repurchases of Interests.

(c) REPURCHASE OF INTERESTS

A partner will not be eligible to have the Institutional Fund repurchase all or any portion of an Interest at any time prior to the business day immediately preceding the one-year anniversary of the partner’s purchase of such Interest (or portion thereof) without incurring additional costs including an early repurchase fee. The Adviser, which also serves as the investment adviser of the Master Fund, expects that it will recommend to the Board that the Institutional Fund offer to repurchase such Interests each calendar quarter, pursuant to written tenders by partners. However, the Board retains the sole discretion to accept or reject the recommendation of the Adviser and to determine the amount of Interests, if any, that will be purchased in any tender offer that it does approve. Since the Institutional Fund’s assets are invested in the Master Fund, the ability of the Institutional Fund to have its Interests in the Master Fund be repurchased would be subject to the Master Fund’s repurchase policy. In addition, the Institutional Fund may determine not to conduct a repurchase offer each time the Master Fund

 

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THE ENDOWMENT INSTITUTIONAL FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2010

(Unaudited)

 

conducts a repurchase offer. In the event Interests are repurchased, there will be a substantial period of time between the date as of which partners must tender their Interests for repurchase and the date they can expect to receive payment for their Interests from the Institutional Fund.

(5) INVESTMENTS IN PORTFOLIO SECURITIES

As of June 30, 2010, all of the investments made by the Institutional Fund were in the Master Fund.

(6) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

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

(7) ADMINISTRATION AGREEMENT

In consideration for administrative, accounting, and recordkeeping services, the Master Fund will pay the Independent Administrator a monthly administration fee based on the month end partners’ capital of the Master Fund. The Independent Administrator will also provide the Institutional Fund and the Master Fund with legal, compliance, transfer agency, and other investor related services at an additional cost.

The fees for Institutional Fund administration will be paid out of the Master Fund’s assets, which will decrease the net profits or increase the net losses of the partners in the Institutional Fund.

(8) RELATED PARTY TRANSACTIONS

(a) INVESTMENT MANAGEMENT FEE

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

(b) SERVICING FEE

In consideration for providing or procuring investor services and administrative assistance to the Institutional Fund, the Adviser will receive a servicing fee (the “Servicing Fee”) equal to 0.35% (on an annualized basis) of each partner’s capital account balance, calculated at the end of each month, payable quarterly in arrears.

 

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THE ENDOWMENT INSTITUTIONAL FUND, L.P.

(A Limited Partnership)

Notes to Financial Statements, continued

June 30, 2010

(Unaudited)

 

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

For the period from February 1 through June 30, 2010, $9,334 was incurred for Servicing Fees.

(c) PLACEMENT AGENTS

The Institutional Fund may engage one or more placement agents (each, a “Placement Agent”) to solicit investments in the Institutional Fund. Salient Capital, L.P., an affiliate of the Adviser, is a broker-dealer who has been engaged by the Institutional Fund to serve as a Placement Agent. A Placement Agent may engage one or more sub-placement agents. The Adviser or its affiliates may pay a fee out of their own resources to Placement Agents and sub-placement agents.

(9) FINANCIAL HIGHLIGHTS

 

     For the Period from
February 1, 2010 through
June 30, 2010(1)

Net investment income (loss) to average partners’ capital2

     (4.10)%

Expenses to average partners’ capital2

     4.31%

Portfolio turnover3

     13.81%

Total return4

     (1.29)%

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

   $ 9,401

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

 

1

The Institutional Fund commenced operations on February 1, 2010.

2

Ratios are calculated by dividing the indicated amount by average partners’ capital measured at the end of each month during the period. Ratios include allocations of net investment loss and expenses from the Master Fund. These ratios have been annualized for periods less than twelve months.

3

The Institutional Fund is invested exclusively in the Master Fund, therefore this ratio reflects the portfolio turnover of the Master Fund, which is for the period from January 1, 2010 through June 30, 2010.

4

Calculated as geometrically linked monthly returns for each month in the period. The reported total return amount for the period from February 1, 2010 through June 30, 2010, is negatively impacted by the write off of the Institutional Fund’s Organizational Expenses, which occurred at Inception of the Institutional Fund’s operations in accordance with GAAP. This treatment for GAAP negatively impacts the total return for the Institutional Fund. Had these costs not been included as an expense at Inception for the purposes of the total return calculation and were instead amortized over 60 months as they are being handled for capital allocation purposes, the total return would have been (0.19)% for the period from February 1, 2010 through June 30, 2010. Total return is not annualized for periods less than twelve months.

(10) SUBSEQUENT EVENTS

The Institutional Fund accepts initial or additional applications for Interests generally as of the first day of the month. Investor subscriptions for Interests totaled approximately $1,280,000 and $700,000 for July and August 2010, respectively.

 

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THE ENDOWMENT INSTITUTIONAL FUND, L.P.

(A Limited Partnership)

Supplemental Information

June 30, 2010

(Unaudited)

 

Directors and Officers

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

Compensation for Directors

The Master Fund, the Institutional Fund, The Endowment Registered Fund, L.P. and The Endowment TEI Fund, L.P. together pay each of the Directors who is not an “interested person” of the Adviser, as defined in the 1940 Act (the “Independent Directors”) an annual retainer of $42,000, which is paid quarterly, a fee of $5,000 per Board meeting, a fee of $2,500 for any special Board meeting, a fee of $1,250 per interim Board meeting, a fee of $1,250 per each committee meeting to each committee member, and an annual fee of $10,000 for the audit committee chairman, and $7,500 for each other committee chair, each of which is paid quarterly, and an annual fee of $10,000, paid quarterly, to the lead Independent Director. There are currently five Independent Directors. In the interest of retaining Independent Directors of high quality, the Board intends to periodically review such compensation and may modify it as the Board deems appropriate.

Allocation of Investments

The following chart indicates the allocation of investments among the asset classes in the Master Fund as of June 30, 2010.

 

Asset Class1

   Fair Value    %

Arbitrage Strategies

   $ 957,388,216    17.80

Domestic Equity

     437,009,834    8.12

Energy

     428,808,981    7.97

Enhanced Fixed Income

     701,066,158    13.03

International Equity

     495,179,788    9.20

Natural Resources

     213,656,616    3.97

Opportunistic Equity

     869,642,293    16.16

Private Equity

     678,411,588    12.61

Real Estate

     273,509,420    5.08

Agencies

     141,330,344    2.63

Fixed Income

     5,639,402    0.11

Call Options Purchased

     29,329,800    0.55

Money Market

     149,086,643    2.77
           

Total Investments

   $ 5,380,059,083    100.00
           

 

1

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

 

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THE ENDOWMENT INSTITUTIONAL FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2010

(Unaudited)

 

Form N-Q Filings

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

Proxy Voting Policies

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

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

Additional Information

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

Board Consideration of the Investment Management Agreement

At an in-person meeting of the Board held on January 12, 2010, the Board considered and approved the continuation of the Investment Management Agreement between the Institutional Fund and the Adviser. In preparation for review of this agreement, the Board requested the Adviser to provide detailed information which the Board determined to be reasonably necessary to evaluate the agreement. On January 5, 2010, the Independent Directors met in-person among themselves to review and discuss aspects of the materials, initially with, and later without, representatives of the Adviser being present. At the request of the Independent Directors, on January 5, 2010 and again during the January 12, 2010 meeting, representatives of the Adviser made extensive presentations regarding the materials and responded to questions from the Independent Directors relating to, among other things, portfolio management, the Adviser’s staffing and training program, Institutional Fund and Adviser compliance programs, Institutional Fund performance including benchmarks and comparisons to other funds, Institutional Fund fee levels, and the Adviser’s profitability and any economies of scale. Further, the Board, including the Independent Directors, took into consideration information furnished for the Board’s review and consideration throughout the year at regular Board meetings, as well as the information specifically prepared in connection with the renewal process. The Independent Directors were assisted at all times by independent counsel.

Following the Board’s review, the Board concluded that the Investment Management Agreement continues to enable the Institutional Funds’ partners to obtain high quality services at a cost that is appropriate, reasonable, and in the interests of investors based upon the following determinations, among others:

 

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THE ENDOWMENT INSTITUTIONAL FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2010

(Unaudited)

 

The nature, extent and quality of the advisory services provided. With respect to the Investment Management Agreement, the Board considered: the background and experience of key investment personnel and the Adviser’s ability to retain them; the Adviser’s focus on analysis of complex asset categories; the Adviser’s disciplined investment approach and commitment to investment principles; the Adviser’s significant investment in and commitment to personnel, including additional hiring and extensive training; the Adviser’s significant compliance and tax reporting efforts, and oversight of sales; and, the Adviser’s oversight of and interaction with service providers.

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

The investment performance of the Institutional Fund. The Board evaluated the comparative information provided by the Adviser regarding the Institutional Fund’s investment performance, information on the performance of other investment funds and various indices, including the relevance of various indices. The Board also considered the various performance reports received throughout the year. The Board concluded that the Institutional Fund’s investment performance for the period met conveyed expectations regarding performance in a context of steeply rising equity markets and was in keeping with long-term investment expectations. On the basis of the Directors’ assessment, the Directors concluded that the Adviser was capable of generating a level of long-term investment performance that is appropriate in light of the Institutional Fund’s investment objective, policies and strategies and fully competitive with comparable funds.

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

The extent to which economies of scale would be realized as the Institutional Fund grows and whether fee levels reflect these economies of scale for the benefit of Institutional Fund investors. While noting that the Investment Management Fees will not decrease as the level of Institutional Fund assets increase, the Board concluded that the Investment Management Fees reflect the Institutional Fund’s complex operations, the current economic environment for the Adviser, including its continued investment relating to support and monitoring of the Institutional Fund, investment decision-making, and the competitive nature of the investment company market as relevant to the Institutional Fund. The Board noted that as the Institutional Fund grew the need for investor support and in particular infrastructure and tax reporting grew. The Board noted cost reductions in certain service provider agreements. The Board noted that it will have the opportunity to periodically re-examine whether the Fund has achieved economies of scale, as well as the appropriateness of Investment Management Fees payable to the Adviser, in the future.

 

13


Table of Contents

THE ENDOWMENT INSTITUTIONAL FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2010

(Unaudited)

 

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

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

 

14


Table of Contents

 

 

This Page Intentionally Left Blank

 

 

 

15


Table of Contents

 

the

ENDOWMENT FUND

The Endowment Master Fund, L.P.

Shareholders’ Report

June 30, 2010

(Unaudited)

 

16


Table of Contents

 

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Consolidated Statement of Assets, Liabilities and Partners’ Capital

June 30, 2010

(Unaudited)

 

 

Assets

Investments in Investment Funds, at estimated fair value (cost $1,335,726,053)

   $ 1,279,219,178

Investments in affiliated Investment Funds, at estimated fair value (cost $3,128,275,369)

     3,481,732,341

Investments in securities, at fair value (cost $567,007,610)

     619,107,564
      

Total investments

     5,380,059,083

Cash and cash equivalents

     23,944,556

Advanced contributions to Investment Funds

     30,387,410

Dividends receivable

     165,842

Dividends receivable from affiliated investments

     274,247

Receivable from investments sold

     78,467,671

Unrealized gain from foreign currency exchange contracts

     1,439,652

Prepaids and other assets

     408,217
      

Total assets

     5,515,146,678
      
Liabilities and Partners’ Capital

Contributions received in advance

     46,227,420

Withdrawals payable

     233,137,249

Investments purchased payable

     1,439,652

Investment Management Fees payable

     13,659,903

Offshore withholding tax payable

     3,570,733

Unrealized loss from foreign currency exchange contracts

     1,609,659

Administration fees payable

     465,948

Payables to related parties

     144,522

Accounts payable and accrued expenses

     1,652,875
      

Total liabilities

     301,907,961
      

Partners’ capital

     5,213,238,717
      

Total liabilities and partners’ capital

   $ 5,515,146,678
      

 

See accompanying notes to consolidated financial statements.

 

17


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Consolidated Schedule of Investments

June 30, 2010

(Unaudited)

 

    Shares   Fair
Value
  % of
Partners’
Capital
     

Investments in Investment Funds

     

Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies

     

Cayman Islands

     

Arbitrage Strategies (0.62% of Partners’ Capital)

     

Montrica Global Opportunities Fund, L.P.(1)(2)

  374,045   $ 32,533,080  

Domestic Equity (0.59% of Partners’ Capital)

     

Tiedemann/Falconer Partners, L.P.(3)

      30,880,547  

Energy (1.05% of Partners’ Capital)

     

BlueGold Global Fund, L.P.(2)

      54,985,239  

Enhanced Fixed Income (0.26% of Partners’ Capital)

     

Anchorage Capital Partners Offshore, Ltd. (Class D)

  12,986     13,435,658  

International Equity (3.63% of Partners’ Capital)

     

Algebris Global Financials Fund, L.P.(2)

      58,923,201  

Boyer Allan Greater China Fund, L.P.(2)

      30,373,860  

EEA Europe Long Short Fund(2)

  234,522     23,642,120  

S.R. Global Fund—Emerging Markets Portfolio (Class G, L.P.)

      34,414,764  

S.R. Global Fund—International Portfolio (Class C, L.P.)

      41,628,614  

Natural Resources (0.31% of Partners’ Capital)

     

Sentient Global Resources Fund III, L.P.

      16,288,995  

Private Equity (3.06% of Partners’ Capital)

     

Carlyle Japan International Partners II, L.P.

      696,656  

CX Partners Fund, Ltd.(1)(2)

      2,382,289  

Gavea Investment Fund II A, L.P.

      7,846,698  

Gavea Investment Fund III, L.P.

      56,491,803  

Hillcrest Fund, L.P.(3)

      6,187,608  

Hony Capital Fund 2008, L.P.

      4,140,316  

India Asset Recovery Fund, L.P.(1)

      1,452,131  

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

      1,662,867  

LC Fund IV, L.P.(2)

      8,487,085  

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

      7,134,895  

Orchid Asia IV, L.P.(1)

      9,216,395  

Reservoir Capital Partners, L.P.

      3,280,101  

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

      8,552,766  

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

      9,836,989  

Trustbridge Partners II, L.P.(2)

      16,786,078  

Trustbridge Partners III, L.P.(2)

      15,111,709  

Real Estate (0.71% of Partners’ Capital)

     

Forum European Realty Income III, L.P.(2)

      4,861,953  

Phoenix Asia Real Estate Investments II, L.P.(1)(2)

      12,855,687  

Phoenix Real Estate Fund (T) L.P.

      19,173,773  
         

Total Cayman Islands

      533,263,877  
         

Guernsey

     

Private Equity (0.09% of Partners’ Capital)

     

Mid Europa Fund III LP

      4,542,866  
         

Total Guernsey

      4,542,866  
         

 

See accompanying notes to consolidated financial statements.

 

18


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Consolidated Schedule of Investments, continued

June 30, 2010

(Unaudited)

 

    Shares   Fair
Value
    % of
Partners’
Capital
     

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

     

Republic of Mauritius

     

Real Estate (0.06% of Partners’ Capital)

     

Orbis Real Estate Fund I(1)(2)

    $ 3,303,482     
           

Total Republic of Mauritius

      3,303,482     
           

Scotland

     

Private Equity (0.04% of Partners’ Capital)

     

Actis Umbrella Fund, L.P.(1)

      2,054,000     
           

Total Scotland

      2,054,000     
           

United Kingdom

     

Private Equity (0.17% of Partners’ Capital)

     

Darwin Private Equity I, L.P.

      3,533,933     

Exponent Private Equity Partners II, L.P.

      4,255,792     

Sovereign Capital III(2)

      846,063     

Real Estate (0.10% of Partners’ Capital)

     

Benson Elliot Real Estate Partners II, L.P.

      1,377,680     

Benson Elliot Real Estate Partners III, L.P.(2)

      (35,369  

Patron Capital L.P. II

      867,992     

Patron Capital L.P. III

      2,930,307     
           

Total United Kingdom

      13,776,398     
           

United States

     

Arbitrage Strategies (14.60% of Partners’ Capital)

     

Black River Commodity Multi-Strategy Fund, LLC

      1,491,080     

Citadel Wellington LLC

      48,567,314     

Eton Park Fund, L.P.

      71,837,590     

Investcorp Silverback Arbitrage Fund, LLC(3)

      15,154,317     

Kenmont Onshore Fund, L.P.(2)

      3,691,697     

King Street Capital, L.P.

      26,117,608     

Magnetar Capital Fund, L.P.

      6,450,905     

Magnetar SPV, LLC (Series L)(3)

      37,657,555     

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

      3,734,927     

Paulson Advantage Plus, L.P.(2)

      114,946,728     

Paulson Partners Enhanced, L.P.(2)

      60,580,590     

PIPE Equity Partners, L.L.C.(3)

      45,916,271     

PIPE Select Fund, L.L.C.(3)

      61,926,432     

PSAM WorldArb Partners, L.P.(2)

      42,969,744     

Stark Investments Limited Partnership

      9,257,493     

Stark Select Asset Fund, LLC

      4,748,958     

Waterstone Market Neutral Fund, L.P.(3)

      103,133,999     

Whitebox Multi-Strategy Fund, L.P.(2)

  100,080     102,996,735     

Domestic Equity (6.84% of Partners’ Capital)

     

Artis 2X (Institutional) Partners, L.P.(2)

      23,491,932     

Bonanza Partners, L.P.(2)

  1,763     747,602     

Contrarian Equity Fund, L.P.

      1,146,963     

Empire Capital Partners Enhanced, L.P.(3)

      28,512,381     

HealthCor, L.P.(2)

      61,212,540     

 

See accompanying notes to consolidated financial statements.

 

19


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Consolidated Schedule of Investments, continued

June 30, 2010

(Unaudited)

 

    Shares   Fair
Value
  % of
Partners’
Capital
     

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

     

United States (continued)

     

Domestic Equity (6.84% of Partners’ Capital) (continued)

     

Ithan Creek Partners, L.P.(2)

    $ 62,532,866  

Longhorn Onshore Investors, L.P.(2)

      39,248,570  

Samlyn Onshore Fund, L.P.(2)

      97,412,429  

Tiger Consumer Partners, L.P.(2)

      42,330,242  

Energy (7.17% of Partners’ Capital)

     

AL Gulf Coast Terminals, LLC

      10,042,857  

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

      9,652,857  

CamCap Resources, L.P.(1)

      232,797  

Chilton Global Natural Resources Partners, L.P.

      60,142,143  

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

      5,465,975  

Encap Energy Infrastructure Fund(2)

      1,415,353  

Goldfinch Capital Management, L.P.(2)

      30,659,665  

Intervale Capital Fund, L.P. (2)

      13,075,240  

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

      5,072,079  

Midstream & Resources Follow-On Fund

      7,787,708  

NGP Energy Technology Partners II, L.P.

      1,005,246  

NGP IX Offshore Fund, L.P.

      15,175,764  

NGP Midstream & Resources, L.P.(1)

      10,855,778  

Quantum Parallel Partners V, L.P.(1)

      1,435,690  

Southport Energy Plus Partners, L.P.(2)

      79,084,208  

TPF II-A, L.P.(1)

      15,969,414  

The Ospraie Fund, L.P.

  31,614     2,609,438  

Velite Energy, L.P.(2)

      104,141,530  

Enhanced Fixed Income (12.99% of Partners’ Capital)

     

Alden Global Distressed Opportunities Fund, L.P.(2)

      61,306,748  

Anchorage Crossover Credit Fund II, L.P.(2)

      49,173,371  

Anchorage Short Credit Fund, L.P.(1)(2)

  10,000     10,198,935  

Ares Enhanced Credit Opportunities Fund, L.P.

      14,964,324  

BDCM Partners I, L.P.(3)

      60,664,014  

Contrarian Capital Fund I, L.P.(2)

      96,742,015  

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

      30,291,008  

Courage Special Situations Fund, L.P. (Class C)(2)

      15,770,317  

Fortelus Special Situations Fund, L.P.(2)

      58,847,012  

Halcyon European Structured Opportunities
Fund, L.P.(3)

      1,741,336  

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

      100,797,299  

Investcorp Silverback Opportunistic Convertible
Fund, LLC(2)

      29,500,375  

Morgan Rio Capital Fund, L.P.(3)

      19,375,853  

Ore Hill Fund II, L.P.(3)

      1,685,477  

Owl Creek II, L.P.

      23,664,287  

Prospect Harbor Credit Partners, L.P.

      25,993,901  

Sorin Fund, L.P.(2)

      3,114,017  

The Rohatyn Group Local Currency Opportunity
Partners, L.P.(3)

      73,325,483  

 

See accompanying notes to consolidated financial statements.

 

20


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Consolidated Schedule of Investments, continued

June 30, 2010

(Unaudited)

 

    Shares   Fair
Value
  % of
Partners’
Capital
     

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

     

United States (continued)

     

International Equity (4.39% of Partners’ Capital)

     

Dabroes Investment Fund L.P.(3)

    $ 37,239,274  

L-R Global Partners, L.P.

      424,495  

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

  5,089     3,173,724  

Monsoon India Inflection Fund, L.P.

      531,629  

Monsoon India Inflection Fund 2, L.P.

      997,790  

Penta Asia Domestic Partners, L.P.(2)

  74,684     36,205,367  

Skopos HG Fund, LLC(2)

  262,504     38,650,287  

Steel Partners Japan Strategic Fund, L.P.

      5,242,844  

Taiyo Fund, L.P.

      16,727,316  

Tarpon All Equities Fund, LLC

      40,995,866  

Tiger Asia Fund, L.P.

      48,747,924  

Natural Resources (0.01% of Partners’ Capital)

     

Tocqueville Gold Partners, L.P.

      393,877  

Opportunistic Equity (16.63% of Partners’ Capital)

     

Atlas Global LLC

      21,885,926  

Blue Trend L.P.

      30,600,621  

Corriente Partners, L.P.(2)

      67,487,962  

Corriente China Opportunity Partners, L.P.(2)

      11,344,048  

Corriente China Opportunity Partners II, L.P.(3)

      19,224,000  

Covepoint Emerging Markets Macro Fund, L.P.(2)

      57,139,062  

EDF-MI Onshore, L.P.(3)

      87,251,313  

European Divergence Fund, L.P.(3)

      26,594,148  

Global GT, L.P.

      1,380,137  

Global Undervalued Securities Fund (QP), L.P.(2)

      43,968,869  

Hayman Capital Partners, L.P.(2)

      39,113,285  

Miura Global Partners II, L.P.(2)

      60,416,839  

Pardus European Special Opportunities Fund, L.P.

      5,184,786  

Passport II, L.P.(2)

      72,449,348  

R.G. Neiderhoffer Global Fund, L.P.(2)

      26,835,583  

Salem Global Opportunity Fund, L.P.(2)

      22,839,223  

SCP Sakonnet Fund, L.P.(2)

      53,199,267  

Senator Global Opportunity Fund L.P.

      19,361,156  

Tiger Global, L.P.

      43,134,844  

Valiant Capital Partners, L.P.(2)

      105,393,166  

Viking Global Equities, L.P.

      52,227,619  

Private Equity (9.42% of Partners’ Capital)

     

ABRY Advanced Securities Fund, L.P.

      19,349,958  

Accel-KKR Capital Partners III, L.P.(2)

      9,936,182  

Advent Latin American Private Equity
Fund IV-F, L.P.(3)

      6,291,994  

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

      325,000  

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

      4,584,345  

BDCM Opportunity Fund II, L.P.

      5,824,762  

Brazos Equity Fund II, L.P.(1)

      2,027,492  

Brazos Equity Fund III, L.P.(1)

      3,255,518  

 

See accompanying notes to consolidated financial statements.

 

21


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Consolidated Schedule of Investments, continued

June 30, 2010

(Unaudited)

 

    Shares   Fair
Value
  % of
Partners’
Capital
     

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

     

United States (continued)

     

Private Equity (9.42% of Partners’ Capital) (continued)

     

Capital Royalty Partners, L.P.(1)

    $ 1,415,795  

Carlyle Partners V, L.P.(1)

      4,219,477  

Catterton Growth Partners, L.P.(2)

      8,142,138  

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

      29,111,762  

Chrysalis Ventures III, L.P.

      1,258,765  

Crosslink Crossover Fund IV, L.P.

      1,925,879  

Crosslink Crossover Fund V, L.P.

      21,126,604  

Dace Ventures I, L.P.(2)

      1,457,596  

Encore Consumer Capital Fund, L.P.

      2,853,202  

Fairhaven Capital Partners, L.P.

      3,567,562  

Founders Fund III, L.P.

      766,203  

Garrison Opportunity Fund, LLC

      9,546,460  

GMO Emerging Illiquid Fund, L.P.(1)

      8,292,561  

Harbinger Capital Partners Special Situations
Fund, L.P.

      18,106,269  

HealthCor Partners Fund, L.P.(2)

      2,484,038  

Integral Capital Partners VIII, L.P.(2)

      15,929,719  

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

      9,097,866  

Monomoy Capital Partners, L.P.(1)

      4,756,388  

Paulson Credit Opportunities, L.P.(2)

      135,422,408  

Pine Brook Capital Partners, LP(1)

      7,419,150  

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

      1,607,871  

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

      6,918,626  

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

      6,466,686  

Q Funding III, L.P.(2)

      15,062,045  

Q4 Funding, L.P.(2)

      42,530,789  

Saints Capital VI, L.P.(2)

      8,119,253  

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

      1,599,238  

Sanderling Venture Partners VI, L.P.

      1,117,950  

Silver Lake Partners III, L.P.

      4,035,644  

Sterling Capital Partners II, L.P.

      1,925,150  

Sterling Capital Partners III, L.P.

      5,282,782  

Sterling Group Partners II, L.P.

      1,652,853  

Sterling Group Partners III, L.P.

      80,568  

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

      7,298,578  

Tenaya Capital V, LP

      2,711,633  

The Column Group, L.P.

      5,309,684  

The Raptor Private Holdings, L.P.

  11,217     5,706,670  

The Resolute Fund II, L.P.(1)

      2,918,083  

Trivest Fund IV, L.P.(2)

      11,079,634  

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

      7,195,420  

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

      2,549,288  

 

See accompanying notes to consolidated financial statements.

 

22


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Consolidated Schedule of Investments, continued

June 30, 2010

(Unaudited)

 

    Shares   Fair
Value
  % of
Partners’
Capital
     

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

     

United States (continued)

     

Private Equity (9.93% of Partners’ Capital) (continued)

     

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

    $ 5,327,715  

Voyager Capital Fund III, L.P.

      1,268,710  

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

      4,792,585  

Real Estate (3.88% of Partners’ Capital)

     

Aslan Realty Partners III, L.L.C.

      666,278  

CRM Windridge Partners, L.P.(2)

      24,282,290  

Cypress Realty VI, L.P.

      5,274,858  

DaVinci Corporate Opportunity Partners, L.P.(1)

      368,621  

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

      9,487,769  

ING Clarion Global, L.P.(2)

      33,938,725  

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

      10,189,233  

MONY/Transwestern Mezzanine Realty
Partners II, L.L.C.

      565,350  

Northwood Real Estate Co-Investors L.P.

      1,773,883  

Northwood Real Estate Partners L.P.

      2,619,263  

Oak Hill REIT Plus Fund, L.P.(2)

      20,567,808  

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

      7,586,917  

Square Mile Partners III L.P.

      8,673,236  

TCW Special Mortgage Credits Fund II, L.P.(1)

      71,718,986  

Transwestern Mezzanine Realty
Partners III, L.L.C.(2)

      4,190,528  

Woodbourne Daybreak Global Fund L.P.

      476,110  
         

Total United States

      3,958,588,980  
         

Total Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies

      4,515,529,603   86.62%
         

Passive Foreign Investment Companies

     

Bermuda Limited Liability Company

     

Private Equity (0.25% of Partners’ Capital)

     

El Tejar Limited

      12,860,000  
         

Total Bermuda Limited Liability Company

      12,860,000  
         

Cayman Companies Limited by Shares

     

Arbitrage Strategies (2.47% of Partners’ Capital)

     

CRC Global Structured Credit Fund Ltd.(2)

  29,280     40,616,324  

Overseas CAP Partners, Inc.(3)

  60,183     88,217,664  

International Equity (0.87% of Partners’ Capital)

     

Quorum Fund Limited

  125,582     5,771,699  

The Russian Prosperity Fund

  1,056,068     39,412,442  

Natural Resources (0.17% of Partners’ Capital)

     

Ospraie Special Opportunities (Offshore) Ltd.

      9,068,270  
         

Total Cayman Companies Limited by Shares

      183,086,399  
         

 

See accompanying notes to consolidated financial statements.

 

23


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Consolidated Schedule of Investments, continued

June 30, 2010

(Unaudited)

 

    Shares   Fair
Value
    % of
Partners’
Capital
     

Passive Foreign Investment Companies (continued)

     

Republic of Mauritius

     

International Equity (0.62% of Partners’ Capital)

     

India Capital Fund Ltd.(2)

  637,832   $ 32,076,572     
           

Total Republic of Mauritius

      32,076,572     
           

Total Passive Foreign Investment Companies

      228,022,971      4.37%
           

Private Corporations

     

United States

     

Real Estate (0.33% of Partners’ Capital)

     

Legacy Partners Realty Fund II, Inc

      1,935,310     

Legacy Partners Realty Fund III, Inc

      (29,828  

Net Lease Private REIT V, Inc(1)

      1,543,669     

Net Lease Private REIT VI, Inc(1)

      3,949,794     

Net Lease Private REIT VII, Inc(1)(2)

      5,000,000     

Net Lease Private REIT VII-A, Inc(1)(2)

      5,000,000     
           

Total United States

      17,398,945     
           

Total Private Corporations

      17,398,945      0.33%
           

Total Investments in Investment Funds
(Cost $4,464,001,422)

      4,760,951,519      91.32%
           

Investments in Securities

     

Investments in Registered Investment Companies

     

Exchange Traded Funds

     

United States

     

Agencies (2.71% of Partners’ Capital)

     

iShares Lehman 20+ Year Treasury Bond Fund(1)

  1,388,996     141,330,344     

Domestic Equity (0.28% of Partners’ Capital)

     

iShares Russell 1000 Growth Index Fund(1)

  317,145     14,537,927     

Natural Resources (2.75% of Partners’ Capital)

     

Market Vectors Gold Miners ETF(1)

  1,204,162     62,568,257     

SPDR Gold Trust

  663,956     80,790,166     
           

Total United States

      299,226,694     
           

Total Exchange Traded Funds

      299,226,694      5.74%
           

Open End Funds

     

United States

     

Arbitrage Strategies (0.67% of Partners’ Capital)

     

Absolute Strategies Fund(1)

  2,380,277     24,992,912     

The Merger Fund

  632,111     9,848,293     

Domestic Equity (0.67% of Partners’ Capital)

     

Hussman Strategic Growth Fund(1)

  2,598,947     34,955,835     

Enhanced Fixed Income (0.20% of Partners’ Capital)

     

Fidelity Floating Rate High Income Fund

  1,115,519     10,474,728     

Fixed Income (0.11% of Partners’ Capital)

     

Wasatch Hoisington US Treasury Fund(1)

  344,707     5,639,402     

 

See accompanying notes to consolidated financial statements.

 

24


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Consolidated Schedule of Investments, continued

June 30, 2010

(Unaudited)

 

    Shares/
Par Value*
  Fair
Value
  % of
Partners’
Capital
     

Investments in Registered Investment Companies (continued)

     

Open End Funds (continued)

     

United States (continued)

     

Natural Resources (0.85% of Partners’ Capital)

     

The Tocqueville Gold Fund

    678,657   $ 44,547,051  

Real Estate (0.16% of Partners’ Capital)

     

Cohen & Steers International Realty Fund, Inc.(1)

    914,500     8,395,115  
         

Total United States

      138,853,336  
         

Total Open End Funds

      138,853,336   2.66%
         

Money Market Fund (2.86% of Partners’ Capital)

     

United States

     

JPMorgan Prime Money Market Fund(1)

    149,086,643     149,086,643  
         

Total United States

      149,086,643  
         

Total Money Market Fund

      149,086,643   2.86%
         

Total Investments in Registered Investment Companies

      587,166,673   11.26%
         

Investments in Common Stocks

     

France

     

Opportunistic Equity (0.05% of Partners’ Capital)

     

Atos Origin SA

    28,640     1,161,554  

Valeo SA

    52,678     1,449,537  
         

Total France

      2,611,091  
         

Total Common Stocks

      2,611,091   0.05%
         

Investments in Corporate Bonds

     

United States

     

Opportunistic Equity (0.00% of Partners’ Capital)

     

Bally Total Fitness Holding Corp, 14.00%, 10/01/13(4)

  $ 12,000     —    

Delphi Holding Corp, 6.55%, 06/15/06(4)

    153,000     —    

Delphi Holding Corp, 6.50%, 05/01/09(4)

    756,000     —    

Delphi Holding Corp, 7.125%, 05/01/29(4)

    572,000     —    

Delphi Holding Corp, 6.50%, 11/15/33(4)

    409,000     —    
         

Total United States

      —    
         

Total Corporate Bonds

      —     0.00%
         

Call Options Purchased

     

United States (0.56% of Partners’ Capital)

     

CMS Capital—10 Year One Look Cap (OTC)
10 Year USD Swap Rate
(Strike Rate 5.50%, Expiration 05/01/19)

  $ 1,079,000,000     8,974,841  

CMS Capital—10 Year One Look Cap (OTC)
10 Year USD Swap Rate
(Strike Rate 5.62%, Expiration 05/02/19)

  $ 714,285,714     6,025,665  

 

See accompanying notes to consolidated financial statements.

 

25


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Consolidated Schedule of Investments, continued

June 30, 2010

(Unaudited)

 

    Shares/
Par Value*
  Fair
Value
  % of
Partners’
Capital
     

Call Options Purchased (continued)

     

United States (0.56% of Partners’ Capital) (continued)

     

CMS Capital—10 Year One Look Cap (OTC)
10 Year USD Swap Rate
(Strike Rate 6.50%, Expiration 05/01/19)

  $ 1,350,000,000   $ 8,531,929  

CMS Capital—10 Year One Look Cap (OTC)
10 Year USD Swap Rate
(Strike Rate 6.62%, Expiration 05/02/19)

  $ 877,192,983     5,797,365  
         

Total United States

      29,329,800  
         

Total Call Options Purchased

      29,329,800   0.56%
         

Investment in Warrants

     

United States

     

Opportunistic Equity (0.00% of Partners’ Capital)

     

Bally Total Fitness Holding Corp Warrants,
Exp. Sept. 2014
Strike Price $20.00 USD

    2     —    
         

Total United States

      —    
         

Total Warrants

      —     0.00%
         

Total Investments in Securities
(Cost $567,007,610)

      619,107,564   11.87%
         

Total Investments (Cost $5,031,009,032)

    $ 5,380,059,083   103.20%
         

 

The Master Fund’s total outstanding capital commitments to Investment Funds as of June 30, 2010, were $880,691,083. For certain Investment Funds for which the Master Fund has a capital commitment, the Master Fund may be allocated its pro-rata share of expenses prior to having to fund a capital call for such expenses.

All securities are non-income producing unless noted with a (1).

Refer to Note 5, Investments in Portfolio Securities, for information regarding the liquidity of the Master Fund’s investments.

 

*

Shares, par value or notional amounts is listed for each investment if it is applicable for that investment type.

(1)

Income producing security.

(2)

Affiliated investments.

(3)

Affiliated investments for which ownership exceeds 25%.

(4)

Security has been deemed worthless by the Valuation Committee.

 

See accompanying notes to consolidated financial statements.

 

26


Table of Contents

 

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Consolidated Statement of Operations

Six Months Ended June 30, 2010

(Unaudited)

 

Investment income:

  

Dividend income

   $ 3,497,412   

Interest income

     479,669   

Dividend income from affiliated investments

     759,473   

Interest income from affiliated investments

     29,786   

Other income

     9,609,964   
        

Total investment income

     14,376,304   
        

Expenses:

  

Investment Management Fees

     27,139,735   

Administration fees

     1,409,135   

Legal fees

     225,724   

Professional fees

     540,602   

Custodian fees

     268,618   

Directors fees

     249,875   

Offshore withholding tax expense

     5,305,546   

Other expenses

     1,845,357   
        

Total expenses

     36,984,592   
        

Net investment loss

     (22,608,288
        

Net realized and unrealized gain (loss) from investments, affiliated investments, foreign currency transactions, options and redemptions in-kind:

  

Net realized loss from investments, foreign currency transactions and options

     (63,812,852

Net realized gain from redemptions in-kind

     17,636,286   

Net realized gain from affiliated investments

     62,730,969   

Change in unrealized appreciation (depreciation) from investments and foreign currency translations

     52,621,444   
        

Net realized and unrealized gain from investments, affiliated investments, foreign currency transactions, options and redemptions in-kind

     69,175,847   
        

Net increase in partners’ capital resulting from operations

   $ 46,567,559   
        

 

See accompanying notes to consolidated financial statements.

 

27


Table of Contents

 

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Consolidated Statement of Changes in Partners’ Capital

Year Ended December 31, 2009 and Six Months Ended June 30, 2010

(Unaudited)

 

Partners’ capital at December 31, 2008

   $ 4,663,185,240   

Contributions

     714,436,768   

Withdrawals

     (870,632,191

Net increase in partners’ capital resulting from operations:

  

Net investment loss

     (47,413,366

Net realized loss from investments, foreign currency transactions and options

     (15,724,902

Net realized loss from redemptions in-kind

     (2,297,799

Net realized loss from affiliated investments and foreign currency transactions

     (28,864,561

Change in unrealized appreciation (depreciation) from investments and foreign currency translations

     799,921,746   
        

Net increase in partners’ capital resulting from operations

     705,621,118   
        

Partners’ capital at December 31, 2009

     5,212,610,935   
        

Contributions

     375,020,038   

Withdrawals

     (420,959,815

Net increase in partners’ capital resulting from operations:

  

Net investment loss

     (22,608,288

Net realized loss from investments, foreign currency transactions and options

     (63,812,852

Net realized gain from redemptions in-kind

     17,636,286   

Net realized gain from affiliated investments

     62,730,969   

Change in unrealized appreciation (depreciation) from investments and foreign currency translations

     52,621,444   
        

Net increase in partners’ capital resulting from operations

     46,567,559   
        

Partners’ capital at June 30, 2010

   $ 5,213,238,717   
        

 

See accompanying notes to consolidated financial statements.

 

28


Table of Contents

 

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Consolidated Statement of Cash Flows

Six Months Ended June 30, 2010

(Unaudited)

 

Cash flows from operating activities:

  

Net increase in partners’ capital resulting from operations

   $ 46,567,559   

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

  

Purchases of investments

     (1,825,216,461

Proceeds from disposition of investments

     1,526,642,127   

Net realized loss from investments, foreign currency transactions, and options

     63,812,852   

Net realized gain from redemptions in-kind

     (17,636,286

Net realized gain from affiliated investments

     (62,730,969

Change in unrealized appreciation (depreciation) from investments and foreign currency translations

     (52,621,444

Decrease in advanced contributions to Investment Funds

     72,004,349   

Decrease in dividends receivable

     463,798   

Decrease in dividends receivable from affiliated investments

     3,013   

Decrease in receivable from investments sold

     173,540,018   

Increase in currency contracts receivable

     (1,439,652

Increase in prepaids and other assets

     (228,322

Increase in investments purchased payable

     1,439,652   

Increase in Investment Management Fees payable

     321,420   

Decrease in offshore withholding tax payable

     (6,416,117

Increase in currency contracts payable

     1,609,659   

Increase in administration fees payable

     270,626   

Increase in payable to related parties

     41,237   

Decrease in accounts payable and accrued expenses

     (95,469
        

Net cash used in operating activities

     (79,668,410
        

Cash flows from financing activities:

  

Contributions

     362,759,139   

Withdrawals

     (445,294,480
        

Net cash used in financing activities

     (82,535,341
        

Net decrease in cash and cash equivalents

     (162,203,751

Cash and cash equivalents at beginning of period

     186,148,307   
        

Cash and cash equivalents at end of period

   $ 23,944,556   
        

Supplemental schedule of cash activity:

  

Cash paid for offshore withholding taxes

   $ 2,111,700   

Supplemental schedule of noncash activity:

  

Redemptions in-kind (Cost $12,531,663)

   $ 30,167,949   

 

See accompanying notes to consolidated financial statements.

 

29


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2010

(Unaudited)

 

(1) ORGANIZATION

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

In June, 2010, the Master Fund formed The Endowment Master Fund Holdings GP, LLC (the “Company”), a wholly-owned limited liability company. The Company functions as a special purpose entity, which subsequently purchased a minority interest in an operating company. The financial statements of the Master Fund and the Company are consolidated as the Master Fund holds a controlling interest in the Company and the consolidated financial statements fairly present the combined investments of the Master Fund and the Company.

The Master Fund’s investment objective is to preserve capital and to generate consistent long-term appreciation and returns across a market cycle (which is estimated to be five to seven years). The Master Fund pursues its investment objective by investing its assets in a variety of investment vehicles including but not limited to limited partnerships, limited liability companies, offshore corporations and other foreign investment vehicles (collectively, the “Investment Funds”), registered investment companies (including exchange traded funds) and direct investments in marketable securities and derivative instruments. The Master Fund is primarily a “fund of funds” and is intended to afford investors the ability to invest in a multi-manager portfolio, exhibiting a variety of investment styles and philosophies, in an attempt to achieve positive risk-adjusted returns over an extended period of time. The Master Fund’s investments are managed by a select group of investment managers identified by the Adviser, as hereinafter defined, to have investments that when grouped with other investments of the Master Fund result in a portfolio that is allocated more broadly across markets, asset classes, and risk profiles.

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

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

Under the Master Fund’s organizational documents, the Master Fund’s officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the Master Fund. In the normal course of business, the Master Fund enters into contracts with service providers, which also provide for

 

30


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Consolidated Financial Statements, continued

June 30, 2010

(Unaudited)

 

indemnifications by the Master Fund. The Master Fund’s maximum exposure under these arrangements is unknown, as this would involve any future potential claims that may be made against the Master Fund. However, based on experience, the General Partner expects that risk of loss to be remote.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

(a) BASIS OF ACCOUNTING

The accounting and reporting policies of the Master Fund conform with U.S. generally accepted accounting principles (“GAAP”).

The consolidated financial statements include the accounts of the Master Fund and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

(b) CASH EQUIVALENTS

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

(c) INVESTMENT SECURITIES TRANSACTIONS

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

Investments that are held by the Master Fund, including those that have been sold but not yet purchased, are marked to estimated fair value at the date of the financial statements, and the corresponding change in unrealized appreciation/depreciation is included in the Consolidated Statement of Operations.

In general, distributions received from Investment Funds are accounted for as a reduction to cost and any proceeds received above the allocated cost basis results in a realized gain. Realized gains or losses on the disposition of investments are accounted for based on the first in first out (“FIFO”) method.

(d) VALUATION OF INVESTMENTS

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

The Board has formed a valuation committee (the “Board Valuation Committee”) that is responsible for overseeing the Master Fund’s valuation policies, making recommendations to the Board on valuation-related matters, and overseeing implementation by the Adviser Valuation Committee (as defined below) of the Master Fund’s valuation policies that the Board of the Master Fund has approved for purposes of determining the value of securities held by the Master Fund, including the fair value of the Master Fund’s investments in Investment Funds.

The Board has also authorized the establishment of a valuation committee of the Adviser (the “Adviser Valuation Committee”). The Adviser Valuation Committee’s function, subject to the oversight of the Board Valuation Committee and the Board, is generally to review the Investment Funds’ valuation methodologies,

 

31


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Consolidated Financial Statements, continued

June 30, 2010

(Unaudited)

 

valuation determinations, and any information provided to the Adviser Valuation Committee by the Adviser or the Independent Administrator.

Investments held by the Master Fund are valued as follows:

 

   

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

 

   

SECURITIES LISTED ON A SECURITIES EXCHANGE—Securities listed 1) on one or more of the national securities exchanges or the OTC Bulletin Board are valued at the last reported sales price on the date of determination; and 2) on the Nasdaq Stock Market are valued at the Nasdaq Official Closing Price (“NOCP”), at the close of trading on the primary exchanges or markets where such securities are traded for the business day as of which such value is being determined. If the last reported sales price or the NOCP is not available, the securities are valued at the mean between the “bid” and “ask” prices at the close of trading on that date. Securities traded on a foreign securities exchange will generally be valued at their closing prices on the exchange where such securities are primarily traded and translated into U.S. dollars at the current exchange rate. If an event occurs between the close of the foreign exchange and the valuation date of the Master Fund’s net asset value that would materially affect the value of the security and the net asset value of the Master Fund, the value of such security and the net asset value of the Master Fund will be adjusted to reflect the change in the estimated value of the security.

 

   

OPTIONS—Options that are listed on a securities exchange or traded over-the-counter are valued at the mean between the closing “bid” and “ask” prices for such options on the date of determination.

 

   

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

 

32


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Consolidated Financial Statements, continued

June 30, 2010

(Unaudited)

 

   

OTHER—Where no value is readily available from an Investment Fund or other security or where a value supplied by an Investment Fund is deemed not to be indicative of the Investment Fund’s value, the Adviser Valuation Committee and/or the Board Valuation Committee, in consultation with the Independent Administrator or the Adviser will determine, in good faith, the estimated fair value of the Investment Fund or security.

 

   

FOREIGN CURRENCY TRANSACTIONS—The accounting records of the Master Fund are maintained in U.S. dollars. Investments of the Master Fund denominated in a foreign currency, if any, are translated into U.S. dollar amounts at current exchange rates on the date of valuation. Purchases and sales of investments and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts at the exchange rate on the respective dates of such transactions. The Master Fund does not isolate the realized or unrealized gains and losses attributable to changes in the exchange rates from gains and losses that arise from changes in the value of investments.

(e) INVESTMENT INCOME

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

(f) FUND EXPENSES

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

(g) INCOME TAXES

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

The Master Fund has evaluated the tax positions taken or expected to be taken in the course of preparing the Master Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained by the Master Fund upon challenge by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold and that would result in a tax benefit or expense to the Master Fund would be recorded as a tax benefit or expense in the current period. For the six months ended June 30, 2010, the Master Fund did not recognize any amounts for unrecognized tax benefit/expense. A reconciliation of unrecognized tax benefit/expense is not provided herein, as the beginning and ending amounts of unrecognized tax benefit/expense are zero, with no interim additions, reductions or settlements. Tax positions taken in tax years which remain open under the statute of limitations (generally three years for federal income tax purposes) are subject to examination by tax authorities.

 

33


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Consolidated Financial Statements, continued

June 30, 2010

(Unaudited)

 

Other income represents refunds of withholding tax. A majority of this is allocable to The Endowment TEI Fund, L.P.

(h) USE OF ESTIMATES

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

(i) DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Master Fund may purchase or sell options as part of an asset overlay strategy to create investment exposure consistent with the Master Fund’s investment objectives. During the period, the Master Fund has invested in call and put option contracts to better manage risk related to certain strategies in the Master Fund’s portfolio. During the six months ended June 30, 2010, the Master Fund’s direct investments in derivatives consisted of the expiration of purchased put options and the purchase and sale of call options. Investment Funds in which the Master Fund invests may purchase and sell derivative securities and other financial instruments.

The following is a summary of the fair value of derivative instruments held directly by the Master Fund as of June 30, 2010, and where such derivatives are recorded:

 

    

Asset Derivatives

Primary Risk Exposure

  

Consolidated Statement of
Assets and Liabilities

  

Total Fair Value

Options Contracts

     

Interest Rate Exposure:

   Investments in securities, at fair value    $29,329,800

The following is a summary of the effect of derivative instruments on the Consolidated Statement of Operations for the six months ended June 30, 2010:

 

Primary Risk Exposure

  

Location of Gain (Loss)
from Derivatives
Recognized in Income

   Realized Gain (Loss)
from Derivatives
Recognized in Income
    Change in Unrealized
Appreciation (Depreciation)
from Derivatives
Recognized in Income
 

Options Contracts

       

Equity Exposure:

   Net realized and unrealized gain (loss) from investments, affiliated investments, foreign currency transactions, options and redemptions in-kind    $ (24,222,908   $ 20,587,945   

Interest Rate Exposure:

   Net realized and unrealized gain (loss) from investments, affiliated investments, foreign currency transactions, options and redemptions in-kind      —          (5,612,094

 

34


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Consolidated Financial Statements, continued

June 30, 2010

(Unaudited)

 

Volume of Derivative Activity

The monthly average fair value of options purchased was $15,783,421 for the six months ended June 30, 2010.

(j) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

On January 21, 2010, the Financial Accounting Standards Board issued Accounting Standards Update “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements” (“ASU 2010-06”), which provides additional guidance on how investment assets and liabilities are to be valued and disclosed. Specifically, ASU 2010-06 requires reporting entities to disclose the input and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements for Level 2 and Level 3 investments. ASU 2010-06 also requires that significant transfers between all levels (including Level 1 and Level 2) be disclosed on a gross basis (i.e., transfers out must be disclosed separately from transfers in), and the reasons for such transfers. Additionally purchases, sales, issuances and settlements shall be disclosed on a gross basis in the Level 3 rollforward. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for the requirement to provide the Level 3 roll forward activity for purchases, sales, issuances and settlements on a gross basis, which will be effective for interim and annual periods beginning after December 15, 2010. There were no significant transfers between Level 1 and Level 2 during the six months ended June 30, 2010.

(3) FAIR VALUE MEASUREMENTS

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

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

 

   

Level 1—quoted prices in active markets for identical assets.

 

   

Level 2—other significant inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.).

 

   

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

The inputs or methodology used to value investments are not necessarily an indication of the risk associated with investing in those securities.

When determining the estimated fair value of the Master Fund’s investments, additional consideration is given to those assets or liabilities that have experienced a decrease in volume or level of activity in the primary market in which such investments normally trade (if any) or for which circumstances have been identified that indicate that transactions in such markets may not be orderly.

 

35


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Consolidated Financial Statements, continued

June 30, 2010

(Unaudited)

 

The following is a summary categorization, as of June 30, 2010, of the Master Fund’s investments based on the level of inputs utilized in determining the value of such investments:

 

     LEVEL 1
Quoted Prices
   LEVEL 2
Other Significant
Observable Inputs
   LEVEL 3
Significant
Unobservable Inputs
   Total
     Investment
Securities
   Investment
Securities
   Investment
Funds
   Investments

Investments

           

Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies

           

Arbitrage Strategies

     —        —      $ 793,713,023    $ 793,713,023

Domestic Equity

     —        —        387,516,072      387,516,072

Energy

     —        —        428,808,981      428,808,981

Enhanced Fixed Income

     —        —        690,591,430      690,591,430

International Equity

     —        —        417,919,075      417,919,075

Natural Resources

     —        —        16,682,872      16,682,872

Opportunistic Equity

     —        —        867,031,202      867,031,202

Private Equity

     —        —        665,551,588      665,551,588

Real Estate

     —        —        247,715,360      247,715,360

Passive Foreign Investment Companies

           

Arbitrage Strategies

     —        —        128,833,988      128,833,988

International Equity

     —        —        77,260,713      77,260,713

Natural Resources

     —        —        9,068,270      9,068,270

Private Equity

     —        —        12,860,000      12,860,000

Private Corporations

           

Real Estate

     —        —        17,398,945      17,398,945

Investments in Registered Investment Companies

           

Arbitrage Strategies

   $ 34,841,205      —        —        34,841,205

Agencies

     141,330,344      —        —        141,330,344

Domestic Equity

     49,493,762      —        —        49,493,762

Enhanced Fixed Income

     10,474,728      —        —        10,474,728

Fixed Income

     5,639,402      —        —        5,639,402

Money Market

     149,086,643      —        —        149,086,643

Natural Resources

     187,905,474      —        —        187,905,474

Real Estate

     8,395,115      —        —        8,395,115

Investments in Common Stocks

           

Opportunistic Equity

     2,611,091      —        —        2,611,091

Investments in Corporate Bonds

           

Opportunistic Equity

     —        —        —        —  

Call Options Purchased

     —      $ 29,329,800      —        29,329,800

Investments in Warrants

           

Opportunistic Equity

     —        —        —        —  
                           

Total Investments

   $ 589,777,764    $ 29,329,800    $ 4,760,951,519    $ 5,380,059,083
                           

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

 

36


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Consolidated Financial Statements, continued

June 30, 2010

(Unaudited)

 

The following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:

 

     Investments
     Balance as of
December 31,
2009
   Gross
Purchases
   Gross
(Sales)*
    Net Realized
Gain (Loss)
    Change in
Unrealized
Appreciation
(Depreciation)
    Balance as of
June 30,

2010

Investments

              

Limited Partnerships, Exempted Limited Partnerships and Limited Liability Companies

              

Arbitrage Strategies

   $ 780,427,546    $ 109,885,658    $ (103,335,943   $ (4,195,497   $ 10,931,259      $ 793,713,023

Domestic Equity

     393,002,964      35,000,000      (33,467,267     6,533,654        (13,553,279     387,516,072

Energy

     399,136,823      82,718,370      (12,005,063     4,547,697        (45,588,846     428,808,981

Enhanced Fixed Income

     627,493,975      230,986,067      (161,306,989     23,081,491        (29,663,114     690,591,430

International Equity

     493,733,501      45,000,000      (94,056,501     (9,743,665     (17,014,260     417,919,075

Natural Resources

     14,526,615      1,808,213      (641,704     154,273        835,475        16,682,872

Opportunistic Equity

     696,964,621      252,826,507      (158,629,222     41,482,471        34,386,825        867,031,202

Private Equity

     650,979,483      8,705,494      (30,626,579     8,588,036        27,905,154        665,551,588

Real Estate

     217,857,437      36,370,998      (12,749,006     (1,747,617     7,983,548        247,715,360

Passive Foreign Investment Companies

              

Arbitrage Strategies

     146,263,616      —        (16,824,923     (1,165,972     561,267        128,833,988

International Equity

     81,645,275      2,000,000      (13,002,994     (12,310,920     18,929,352        77,260,713

Natural Resources

     9,579,616      —        (565,308     2,240        51,722        9,068,270

Private Equity

     12,860,000      —        —          —          —          12,860,000

Private Corporations

              

Real Estate

     17,359,749      —        (35,314     —          74,510        17,398,945

Corporate Bonds

              

Opportunistic Equity

     —        52,116      —          —          (52,116     —  
                                            

Total Investments

   $ 4,541,831,221    $ 805,353,423    $ (637,246,813   $ 55,226,191      $ (4,212,503   $ 4,760,951,519
                                            

 

*

Includes Return of Capital and Capital Gain Distributions

The net realized gain (loss) and change in unrealized appreciation (depreciation) in the table above are reflected in the accompanying Consolidated Statement of Operations. The change in unrealized appreciation (depreciation) from Level 3 investments held at June 30, 2010, for the six month period ended, is $24,964,726.

The Master Fund is permitted to invest in alternative investments that do not have a readily determinable fair value, and as such, has elected to use the net asset value per share (the “NAV”) as calculated on the reporting entity’s measurement date as the fair value of the investment. The Master Fund measures the fair value of an investment that does not have a readily determinable fair value, based on the NAV of the investment as a practical expedient, without further adjustment, unless it is probable that the investment will be sold at a value significantly different than the NAV. If the practical expedient NAV is not as of the reporting entity’s measurement date, then the NAV is adjusted to reflect any significant events that would materially affect the value of the security and the NAV of the Master Fund as of the valuation date. In using the NAV as a practical expedient, certain attributes of the investment, that may impact the fair value of the investment, may not be considered in measuring fair value. Attributes of those investments include the investment strategies of the investees and may also include, but are not limited to, restrictions on the investor’s ability to redeem its

 

37


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Consolidated Financial Statements, continued

June 30, 2010

(Unaudited)

 

investments at the measurement date at NAV as well as any unfunded commitments. A listing of the investments held by the Master Fund and their attributes as of June 30, 2010, that may qualify for these valuations are shown in the table below.

 

Investment Category

 

Investment Strategy

  Fair Value
(in 000’s)
  Unfunded
Commitments
(in 000’s)
 

Remaining
Life*

 

Redemption

Frequency*

 

Notice
Period
(in Days)*

 

Redemption
Restrictions
and Terms*

Arbitrage Strategiesa

  Investments in a variety of securities with the intent of profiting from relative changes in the price of a set of securities, currencies or commodities.   $ 922,547    
N/A
  N/A  

Daily—

Annually

  0-92  

0-2 years; up to

5% redemption fee

Domestic Equityb

  Investments in equity securities issued by U.S. companies.     387,516    
N/A
  N/A  

Monthly—

Annually

  7-90  

0-3 years; up to

7% redemption fee

Energyc

  Investments in securities issued by companies in the energy sector.     428,809   $ 146,056   up to 15 years  

Monthly—

Quarterly

  30-90  

0-15 years; up to

5% redemption fee

Enhanced Fixed Incomed

  Investments in non-traditional fixed income securities.     690,592    
N/A
  N/A  

Monthly—

Rolling 3 years

  0-185  

0-3 years; up to

5% redemption fee

International Equitye

  Investments in equity securities issued by foreign companies.     495,180    
N/A
  N/A  

Monthly—

Rolling 3 years

  7-90   0-3 years; up to 7.5% redemption fee

Natural Resourcesf

  Investments with exposure to non-energy natural resources.     25,751     11,412   up to 10 years   Quarterly   90-180  

0-10 years; up to

3% redemption fee

Opportunistic Equityg

  Investments in a variety of global markets across all security types.     867,031     N/A   N/A  

Monthly—

Bi-Annually

  5-180  

0-4 years; up to

5% redemption fee

Private Equityh

  Investments in nonpublic companies.     665,552     516,818   up to 10 years  

Quarterly—

Annually

  45-180  

0-10 years; up to

3% redemption fee

Real Estatei

  Investments in REIT’s, private partnerships, and various real estate related mortgage securities.     265,114     206,405   up to 10 years  

Monthly—

Quarterly

  45-60  

0-10 years; up to

3% redemption fee

                     
    $ 4,760,952   $ 880,691        
                     

 

*

The information summarized in the table above represents the general terms for the specified asset class. Individual Investment Funds may have terms that are more or less restrictive than those terms indicated for the asset class as a whole. In addition, most Investment Funds have the flexibility, as provided for in their constituent documents, to modify and waive such terms. The Fund’s investments reflect their estimated fair value, which for marketable securities would generally be the last sales price on the primary exchange for such security and for Investment Funds, would generally be the net asset value as provided by the fund or its administrator.

a

This category includes Investment Funds that invest using two primary Styles (Event-Driven and Relative Value). Event-Driven strategies typically will include investments in common and preferred equities and various types of debt (often based on the probability that a particular event will occur). These may include distressed or Special Situations investments (securities of companies that are experiencing difficult business situations). Relative Value strategies may include long and short positions in common and preferred equity, convertible securities, and various forms of senior and junior (typically unsecured) debt. Investments under this style may also include index options, options on futures contracts, and other derivatives.

 

38


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Consolidated Financial Statements, continued

June 30, 2010

(Unaudited)

 

b

This category includes Investment Funds that invest primarily in publicly-traded equity securities issued by U.S. companies. These securities will typically trade on one of the major U.S. stock exchanges. Investment Funds in this category may include long/ short funds, mutual funds and exchange-traded funds.

c

This category includes Investment Funds that invest primarily in publicly-traded securities issued by companies in the energy sector, private investments in energy-related assets or companies, and futures in energy commodity markets. The Investment Funds include private funds which may hold long/ short equities, commodity trading advisors (“CTAs”) trading contracts on energy related commodities, mutual funds or exchange-traded funds, and private partnerships with private investments in their portfolios. The estimated remaining life of the private investments in this asset class is greater than six years.

d

This category includes Investment Funds that invest primarily in the following sectors: secured leveraged loans, high yield bonds, distressed debt, structured credit, and global debt (typically less efficient areas of the global fixed income markets than traditional fixed income strategies). Generally these sectors may be heavily weighted to certain industries such as telecom and technology with lower credit rating ranges (including leveraged buyouts), may include distressed debt strategies and may include restricted securities and securities that may not be registered for which a market may not be readily available.

e

This category includes Investment Funds that invest primarily in publicly-traded equity securities issued by foreign companies or securities issued on U.S. stock exchanges that represent ownership of a foreign corporation. Investment Funds in this category may include long/ short funds, mutual funds, and exchange-traded funds.

f

This category includes Investment Funds that invest primarily in assets with exposure to non-energy natural resources, including gold and other precious metals, industrial metals, and agricultural commodities. The Investment Funds may include private funds invested in long/ short equities; CTA’s trading contracts on agricultural commodities, mutual funds and exchange-traded funds, and private partnerships with private investments in their portfolios. The estimated remaining life of the private investments in this asset class is greater than six years.

g

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

h

This category includes private equity funds that invest primarily in non-publicly traded companies in need of capital. These Investment Funds may vary widely as to sector, size, stage, duration, and liquidity. Certain of these Investment Funds may also focus on the secondary market, buying interests in existing private equity funds, often at a discount. The majority of the investments in this asset class have an estimated remaining life of greater than six years.

i

This category includes Investment Funds that invest in registered investment companies or managers that invest in real estate trusts (commonly known as “REITs”) and private partnerships that make investments in income producing properties, raw land held for development or appreciation, and various types of mortgage loans and common or preferred stock whose operations involve real estate. The private investments in this asset class have an estimated remaining life of greater than six years.

 

39


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Consolidated Financial Statements, continued

June 30, 2010

(Unaudited)

 

(4) PARTNERS’ CAPITAL ACCOUNTS

(a) ISSUANCE OF INTERESTS

Upon receipt from an eligible investor of an initial or additional application for interests (the “Interests”), which will generally be accepted as of the first day of each month, the Master Fund will issue new Interests. The Interests have not been registered under the Securities Act, or the securities laws of any state. The Master Fund issues Interests only in private placement transactions in accordance with Regulation D or other applicable exemptions under the Securities Act. No public market exists for the Interests, and none is expected to develop. The Master Fund is not required, and does not intend, to hold annual meetings of its partners. The Interests are subject to substantial restrictions on transferability and resale and may not be transferred or resold except as permitted under the Master Fund’s limited partnership agreement.

The Master Fund reserves the right to reject any applications for subscription of Interests. The $46,227,420 in contributions received in advance as of June 30, 2010, represents subscriptions for Master Fund Interests received prior to the July 2010 closing.

(b) ALLOCATION OF PROFITS AND LOSSES

For each fiscal period, generally monthly, net profits or net losses of the Master Fund are allocated among and credited to or debited against the capital accounts of all partners as of the last day of each fiscal period in accordance with the partners’ respective capital account ownership percentage for the fiscal period. Net profits or net losses are measured as the net change in the value of the partners’ capital of the Master Fund, including any change in unrealized appreciation or depreciation of investments and income, net of expenses, and realized gains or losses during a fiscal period. Net profits or net losses are allocated after giving effect for any initial or additional applications for Interests, which generally occur at the beginning of the month, or any repurchases of Interests.

(c) REPURCHASE OF INTERESTS

A partner will not be eligible to have the Master Fund repurchase all or any portion of an Interest at the partner’s discretion at any time. However, the Adviser expects that it will recommend to the Board that the Master Fund offer to repurchase Interests each calendar quarter, pursuant to written tenders by partners.

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

(5) INVESTMENTS IN PORTFOLIO SECURITIES

(a) INVESTMENT ACTIVITY

As of June 30, 2010, the Master Fund held investments in Investment Funds and securities. The $30,387,410 in advanced contributions to Investment Funds as of June 30, 2010, represents funding of a portion of the July 2010 investments in such funds. The agreements related to investments in Investment Funds provide for

 

40


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Consolidated Financial Statements, continued

June 30, 2010

(Unaudited)

 

compensation to the Investment Funds’ managers/general partners or advisers in the form of management fees of up to 2.5% annually of monthly average net assets. In addition, many Investment Funds also provide for performance incentive fees/allocations of up to 25% of an Investment Fund’s net profits, although it is possible that such ranges may be exceeded for certain investment managers. These management fees and incentive fees are in addition to the management fees charged by the Master Fund.

For the six months ended June 30, 2010, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were $858,996,947 and $709,312,173, respectively.

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

The underlying investments generally do not provide the Master Fund with tax reporting information until well after year end and as a result, the Master Fund is unable to calculate the year end tax cost of its investments until well after year end. The Master Fund’s book cost as of June 30, 2010, was $5,031,009,032 resulting in accumulated net unrealized appreciation of $349,050,051 consisting of $691,202,898 in gross unrealized appreciation and $342,152,847 in gross unrealized depreciation.

During the six months ended June 30, 2010, certain investments were transferred in-kind in connection with the sale of investments. The fair value of these investments transferred-in-kind and related cost and realized gain (loss) are as follows:

 

Investments
Transferred In-Kind

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

European Divergence Fund, L.P.

   $ 23,256,339    $ —      $ 23,256,339   

Stark Investments Limited Partnership

     757,938      867,239      (109,301

Pardus Special Opportunities Fund, L.P.

     4,165,380      9,656,317      (5,490,937

PIPE Equity Partners, L.L.C.

     1,988,292      2,008,107      (19,815
                      
   $ 30,167,949    $ 12,531,663    $ 17,636,286   

In general, most of the Investment Funds in which the Master Fund invests, other than Investment Funds investing primarily in private equity, energy and real estate transactions, provide for periodic redemptions ranging from monthly to annually, after a notice period, with lock-up provisions usually for a period of up to four years. Investment Funds may, depending on the Investment Fund’s governing documents, have the ability to deny or delay a redemption request.

 

41


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Consolidated Financial Statements, continued

June 30, 2010

(Unaudited)

 

(b) INVESTMENT FUND LIQUIDITY

Certain Investment Funds in which the Master Fund invests have limitations on liquidity which may result in limitations or restrictions on redemptions including, but not limited to, lock-ups, notice periods and early redemption fees. The Master Fund’s investments are categorized in three levels of liquidity, as determined by the Master Fund. To better manage the Master Fund’s liquidity, the Adviser has also structured the portfolio’s capital into the liquidity categories listed below. The categories and percent of investments in each are as follows at June 30, 2010:

 

Liquidity Categories

   Total Percentage
of Capital
Invested Allowed,
per Category
    Percentage of
Investments,
per Category
   

Category Definition

Category 1 Funds

   65.00   68.66   Securities or Investment Funds that have at least quarterly withdrawal rights after a maximum two-year lock-up period.

Category 2 Funds

   10.00   10.00   Investment Funds that have at least annual withdrawal rights after a maximum three-year lock-up period.

Category 3 Funds

   25.00   21.34   Investment Funds that do not meet the definition of Category 1 or 2 Funds. This may include investments for which redemptions can only occur as the Investment Funds’ assets or investments are liquidated.
              
   100.00   100.00  
              

The expiration or implementation of lock-up periods on Master Fund investments in an Investment Fund could result in such investments moving from one liquidity category to another.

(c) AFFILIATED INVESTMENT FUNDS

At June 30, 2010, the Master Fund’s investments in certain Investment Funds were deemed to be investments in affiliated issuers under the 1940 Act, primarily because the Master Fund owns more than 5% of the Investment Funds’ total net assets. The activity resulting from investments in these funds, including interest and dividend income as well as realized gains and losses, is identified in the Consolidated Statement of Operations as transactions with affiliated investments. A listing of these affiliated Investment Funds (including 2010 activity) is shown below:

 

                For the Period
1/1/2010 through 6/30/2010
        For the Period 1/1/2010
through 6/30/2010

Investment Funds

  Shares
12/31/2009
  Shares
6/30/2010
  Fair Value
12/31/2009
  Cost of
Purchases
  Cost of
Sales*
  Change in
Appreciation
(Depreciation)
    Fair Value
6/30/2010
  Interest/
Dividend
Income
  Realized
Gain (Loss) on
Investments

Accel-KKR Capital Partners III, L.P.

      $ 6,778,000   $ 3,221,333   $ —     $ (63,151   $ 9,936,182   $                $             

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

        —       375,000     —       (50,000     325,000    

 

42


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Consolidated Financial Statements, continued

June 30, 2010

(Unaudited)

 

                For the Period
1/1/2010 through 6/30/2010
        For the Period 1/1/2010
through 6/30/2010
 

Investment Funds

  Shares
12/31/2009
  Shares
6/30/2010
  Fair Value
12/31/2009
  Cost of
Purchases
  Cost of
Sales*
  Change in
Appreciation
(Depreciation)
    Fair Value
6/30/2010
  Interest/
Dividend
Income
  Realized
Gain (Loss) on
Investments
 

Alden Global Distressed Opportunities Fund, L.P.

      $ —     $ 70,000,000   $ —     $ (8,693,252   $ 61,306,748   $     $     

Algebris Global Financials Fund, L.P.

        65,902,226     —       —       (6,979,025     58,923,201    

Anchorage Crossover Credit Fund II, L.P.

        47,334,946     —       —       1,838,425        49,173,371    

Anchorage Short Credit Fund, L.P.

  —     10,000     —       10,000,000     —       198,935        10,198,935     140  

Artis 2X (Institutional) Partners, L.P.

        —       25,000,000     —       (1,508,068     23,491,932    

BDCM Partners I, L.P.

        56,104,546     —       —       4,559,468        60,664,014    

Benson Elliot Real Estate Partners III, L.P.***

        —       —       —       —          —      

BlueGold Global Fund, L.P.

        40,398,940     20,000,000     —       (5,413,701     54,985,239    

Bonanza Partners, L.P.

  1,763   1,763     1,041,811     —       —       (294,209     747,602    

Boyer Allan Greater China Fund, L.P.

        33,145,460     —       —       (2,771,600     30,373,860    

Catterton Growth Partners, L.P.

        6,442,971     882,281     —       816,886        8,142,138    

CCM Small Cap Value Qualified Fund, L.P.

        26,157,599     —       —       2,954,163        29,111,762    

Contrarian Capital Fund I, L.P.

        114,556,167     —       20,000,000     2,185,848        96,742,015       5,042,273   

Corriente Partners, L.P.

        42,867,486     —       —       24,620,476        67,487,962    

Corriente China Opportunity Partners, L.P.

        —       10,000,000     —       1,344,048        11,344,048    

Corriente China Opportunity Partners II, L.P.

        —       20,000,000     —       (776,000     19,224,000    

Courage Special Situations Fund, L.P. (Class C)

        —       15,000,000     —       770,317        15,770,317    

Covepoint Emerging Markets Macro Fund, L.P.

        63,761,021     —       —       (6,621,959     57,139,062    

CRC Global Structured Credit Fund Ltd.

  41,819   29,280     56,051,925     —       16,824,923     1,389,322        40,616,324       (1,165,972

Credit Distressed Blue Line Fund, L.P.

        —       30,000,000     —       291,008        30,291,008    

CRM Windridge Partners, L.P.

        15,288,746     10,000,000     —       (1,006,456     24,282,290    

CX Partners Fund, Ltd.

        3,526,463     692,996     1,695,305     (141,865     2,382,289     131,406  

Dabroes Investment Fund L.P.

        33,175,396     —       —       4,063,878        37,239,274    

Dace Ventures I, L.P.

        1,016,195     466,730     —       (25,329     1,457,596    

EDF-MI Onshore, L.P.

        —       68,256,339     —       18,994,974        87,251,313    

EEA Europe Long Short Fund

  —     234,522     —       25,000,000     —       (1,357,880     23,642,120    

Empire Capital Partners Enhanced, L.P.

        26,607,742     —       —       1,904,639        28,512,381    

EnCap Energy Infrastructure Fund

        945,000     746,983     —       (276,630     1,415,353    

European Divergence Fund, L.P.

        89,262,288     —       92,432,073     29,763,933        26,594,148       56,717,383   

Fortelus Special Situations Fund, L.P.

        —       60,000,000     —       (1,152,988     58,847,012    

Forum European Realty Income III, L.P.

        3,389,181     2,114,567     —       (641,795     4,861,953    

Global Undervalued Securities Fund (QP), L.P.

        38,900,205     —       —       5,068,664        43,968,869    

Goldfinch Capital Management, L.P.

        —       30,000,000     —       659,665        30,659,665    

GTIS Brazil Real Estate Fund (Brazilian Real), LP

        6,902,006     1,464,826     —       1,120,937        9,487,769    

Halcyon European Structured Opportunities Fund, L.P.

        2,122,848     —       619,556     238,044        1,741,336       (1,069,407

Harbinger Capital Partners Fund I, L.P.

        113,202,487     —       —       (12,405,188     100,797,299    

Hayman Capital Partners, L.P.

        35,978,288     —       —       3,134,997        39,113,285    

HealthCor, L.P.**

        78,511,767     —       18,467,267     1,168,040        61,212,540       5,764,236   

HealthCor Partners Fund, L.P.

        3,280,240     522,791     1,672,113     353,120        2,484,038       886,210   

Hillcrest Fund, L.P.

        1,128,542     5,057,170     —       1,896        6,187,608    

India Capital Fund Ltd.

  597,747   637,832     29,823,743     2,000,000     —       252,829        32,076,572    

 

43


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Consolidated Financial Statements, continued

June 30, 2010

(Unaudited)

 

                For the Period
1/1/2010 through 6/30/2010
        For the Period 1/1/2010
through 6/30/2010
 

Investment Funds

  Shares
12/31/2009
  Shares
6/30/2010
  Fair Value
12/31/2009
  Cost of
Purchases
  Cost of
Sales*
  Change in
Appreciation
(Depreciation)
    Fair Value
6/30/2010
  Interest/
Dividend
Income
  Realized
Gain (Loss) on
Investments
 

ING Clarion Global, L.P.

      $ 36,189,695   $ —     $ —     $ (2,250,970   $ 33,938,725   $            $            

Integral Capital Partners VIII, L.P.

        16,152,023     —       —       (222,304     15,929,719    

Intervale Capital Fund, L.P.

        11,200,495     1,356,456     —       518,289        13,075,240    

Investcorp Silverback Arbitrage Fund, LLC

        14,633,092     —       —       521,225        15,154,317    

Investcorp Silverback Opportunistic Convertible Fund, LLC

        28,645,035     —       —       855,340        29,500,375    

Ithan Creek Partners, L.P.

        62,308,137     —       —       224,729        62,532,866    

Kenmont Onshore Fund, L.P.

        6,838,268     —       2,802,317     (344,254     3,691,697       (1,081,495

LC Fund IV, L.P.

        3,538,836     3,869,482     —       1,078,767        8,487,085    

Longhorn Onshore Investors, L.P.

        40,537,561     —       —       (1,288,991     39,248,570    

Magnetar SPV, LLC ( Series L)

        —       55,900,943     10,913,000     (7,330,388     37,657,555       (2,378,667

Middle East North Africa Opportunities Fund, L.P.

  5,089   5,089     3,679,629     —       —       (505,905     3,173,724    

Miura Global Partners II, L.P.

        58,773,242     —       —       1,643,597        60,416,839    

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

        10,601,602     —       —       (412,369     10,189,233    

Montrica Global Opportunities Fund, L.P.

  412,880   374,045     34,747,006     —       2,750,876     536,950        32,533,080       (391,752

Morgan Rio Capital Fund, L.P.

        10,805,037     8,000,000     —       570,816        19,375,853    

Net Lease Private REIT VII, Inc

        5,000,000     —       —       —          5,000,000     272,740  

Net Lease Private REIT VII-A, Inc

        5,000,000     —       —       —          5,000,000     272,740  

New Horizon Capital III, L.P.

        4,100,286     6,438,210     2,768,533     (635,068     7,134,895    

Oak Hill REIT Plus Fund, L.P.

        12,704,167     10,000,000     —       (2,136,359     20,567,808    

Orbis Real Estate Fund I

        3,193,918     54,529     —       55,035        3,303,482    

Ore Hill Fund II, L.P.

        4,631,988     —       3,702,741     756,230        1,685,477       (279,574

Overseas CAP Partners, Inc.

  60,183   60,183     90,211,691     —       —       (1,994,027     88,217,664    

Passport II, L.P.

        58,662,250     10,000,000     —       3,787,098        72,449,348    

Paulson Advantage Plus, L.P.

        125,991,843         (11,045,115     114,946,728    

Paulson Credit Opportunities, L.P.

        129,216,188     —       —       6,206,220        135,422,408    

Paulson Partners Enhanced, L.P.

        62,076,060     —       —       (1,495,470     60,580,590    

Penta Asia Domestic Partners, L.P.

        30,095,063     20,000,000     —       (13,889,696     36,205,367    

Phoenix Asia Real Estate Investments II, L.P.

        12,134,290     —       186,275     907,672        12,855,687     112,139     19,925   

PIPE Equity Partners, L.L.C.

        49,160,976     —       1,988,292     (1,256,413     45,916,271       (19,815

PIPE Select Fund, L.L.C.

        54,096,983     1,988,292     —       5,841,157        61,926,432    

Private Equity Investment Fund IV, L.P.

        6,971,683     97,464     312,735     162,214        6,918,626     94     208,563   

Private Equity Investment Fund V, L.P.

        5,980,053     2,079,595     3,209,870     1,616,908        6,466,686       2,825,605   

PSAM WorldArb Partners, L.P.

        40,726,688     —       —       2,243,056        42,969,744    

Q Funding III, L.P.

        12,921,502     —       —       2,140,543        15,062,045    

Q4 Funding, L.P.

        36,403,334     —       —       6,127,455        42,530,789    

R.G. Niederhoffer Global Fund, L.P.

        26,594,262     —       —       241,321        26,835,583    

Saints Capital VI, L.P.

        8,114,436     202,075     76,343     (120,915     8,119,253       39,927   

Salem Global Opportunity Fund, L.P.

        24,879,678     —       —       (2,040,455     22,839,223    

Samlyn Onshore Fund, L.P.

        94,955,663     10,000,000     —       (7,543,234     97,412,429    

SCP Sakonnet Fund, L.P.

        58,705,338     —       —       (5,506,071     53,199,267    

Skopos HG Fund, LLC

  262,504   262,504     37,290,645     —       —       1,359,642        38,650,287    

Sorin Fund, L.P.

        17,775,364     —       15,971,114     1,309,767        3,114,017       (7,793,673

Southport Energy Plus Partners, L.P.

        108,765,888     —       10,000,000     (19,681,680     79,084,208       3,870,745   

Sovereign Capital III

        —       1,024,078     —       (178,015     846,063    

The Rohatyn Group Local Currency Opportunity Partners, L.P.

        73,227,160     —       —       98,323        73,325,483    

Tiedemann/Falconer Partners, L.P.

        45,831,080     —       15,000,000     49,467        30,880,547       769,418   

Tiger Consumer Partners, L.P.

        42,044,130     —       —       286,112        42,330,242    

Transwestern Mezzanine Realty Partners III, L.L.C.

        739,500     3,396,978     —       54,050        4,190,528    

Trivest Fund IV, L.P.

        5,773,050     2,655,854     70,774     2,721,504        11,079,634    

 

44


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Consolidated Financial Statements, continued

June 30, 2010

(Unaudited)

 

                For the Period
1/1/2010 through 6/30/2010
        For the Period 1/1/2010
through 6/30/2010

Investment Funds

  Shares
12/31/2009
  Shares
6/30/2010
  Fair Value
12/31/2009
  Cost of
Purchases
  Cost of
Sales*
  Change in
Appreciation
(Depreciation)
    Fair Value
6/30/2010
  Interest/
Dividend
Income
  Realized
Gain (Loss) on
Investments

Trustbridge Partners II, L.P.

      $ 17,645,511   $ 3,948,393   $ 5,344,119   $ 536,293      $ 16,786,078     $ 625,803

Trustbridge Partners III, L.P.

        6,418,556     3,397,234     —       5,295,919        15,111,709    

Tuckerbrook SB Global Distressed Fund I, L.P.

        6,667,136     —       —       528,284        7,195,420    

Valiant Capital Partners, L.P.

        94,003,401     4,837,880     —       6,551,885        105,393,166    

Velite Energy, L.P.

        115,196,350     —       —       (11,054,820     104,141,530    

Waterstone Market Neutral Fund, L.P.

        99,885,299     —       —       3,248,700        103,133,999    

WestView Capital Partners II, L.P.

        1,272,200     4,057,427     —       (537,042     4,792,585    

Whitebox Multi-Strategy Fund, L.P.

  100,080   100,080     100,198,491     —       460,154     3,258,398        102,996,735       141,236
                                               
      $ 3,117,515,994   $ 564,105,906   $ 227,268,380   $ 27,378,821      $ 3,481,732,341   $ 789,259   $ 62,730,969
                                               

 

*

Sales include return of capital.

**

Voting rights have been waived for these investments.

***

Affiliated investment based on capital commitment. No contributions have been made as of June 30, 2010.

(6) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

In the normal course of business, the Investment Funds in which the Master Fund invests trade various derivative securities and other financial instruments, and enter into various investment activities with off-balance sheet risk both as an investor and as a principal. The Master Fund’s risk of loss in these Investment Funds is limited to the value of the investment in, or commitment to, such Investment Funds. In addition, the Master Fund may from time to time invest directly in derivative securities or other financial instruments to gain greater or lesser exposure to a particular asset class.

(7) DUE FROM BROKERS

The Master Fund conducts business with brokers for its investment activities. The clearing and depository operations for the investment activities are performed pursuant to agreements with the brokers. The Master Fund is subject to credit risk to the extent any broker with whom the Master Fund conducts business is unable to deliver cash balances or securities, or clear security transactions on the Master Fund’s behalf. The Master Fund monitors the financial condition of the brokers with which the Master Fund conducts business and believes the likelihood of loss under the aforementioned circumstances is remote.

(8) ADMINISTRATION AGREEMENT

In consideration for administrative, accounting, and recordkeeping services, the Master Fund will pay the Independent Administrator a monthly administration fee based on the month end partners’ capital of the Master Fund. The Master Fund is charged, on an annual basis, 6 basis points on partners’ capital of up to $2 billion, 5 basis points on partners’ capital between the amounts of $2 billion and $5 billion, 2 basis points on partners’ capital between the amounts of $5 billion and $15 billion, and 1.25 basis points for amounts over $15 billion. The administration fee is payable monthly in arrears. The Independent Administrator will also provide the Master Fund with legal, compliance, transfer agency, and other investor related services at an additional cost.

 

45


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Consolidated Financial Statements, continued

June 30, 2010

(Unaudited)

 

The administration fees will be paid out of the Master Fund’s assets, which will decrease the net profits or increase the net losses of the partners in the Master Fund. As of June 30, 2010, the Master Fund had $5,213,238,717 in partners’ capital. The total administration fee incurred for the six months ended June 30, 2010, was $1,409,135.

(9) RELATED PARTY TRANSACTIONS

(a) INVESTMENT MANAGEMENT FEE

In consideration of the advisory and other services provided by the Adviser to the Master Fund pursuant to the Investment Management Agreement, the Master Fund will pay the Adviser an investment management fee (the “Investment Management Fee”), equal to 1.00% on an annualized basis of the Master Fund’s partners’ capital calculated based on the Master Fund’s partners’ capital at the end of each month, payable quarterly in arrears. The Investment Management Fee will decrease the net profits or increase the net losses of the Master Fund that are credited to or debited against the capital accounts of its partners. For the six months ended June 30, 2010, $27,139,735 was incurred for Investment Management Fees.

(b) PLACEMENT AGENTS

The Master Fund may engage one or more placement agents (each, a “Placement Agent”) to solicit investments in the Master Fund. Salient Capital, L.P., an affiliate of the Adviser, is a broker-dealer who has been engaged by the Master Fund to serve as a Placement Agent. A Placement Agent may engage one or more sub-placement agents. The Adviser or its affiliates may pay a fee out of their own resources to Placement Agents and sub-placement agents. As of June 30, 2010, two nonaffiliated sub-placement agents service approximately 86% of the feeder funds assets which are invested in the Master Fund. To the extent that substantial numbers of investors have a relationship with a particular sub-placement agent, such sub-placement agent may have the ability to influence investor behavior, which may affect the Master Fund.

(10) INDEBTEDNESS OF THE FUND

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

 

46


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Notes to Consolidated Financial Statements, continued

June 30, 2010

(Unaudited)

 

The Master Fund maintains a line of credit agreement (the “Agreement”) with Deutsche Bank Aktiengesellschaft which provides a $250,000,000 credit facility, with available borrowing capacity subject to collateral allocation ratios as defined in the Agreement. Borrowings under the Agreement are secured by the Master Fund’s investments. The Agreement provides for a commitment fee plus interest accruing on any borrowed amounts at the three-month London Interbank Offered Rate (LIBOR) plus a spread of 1.25% per annum, payable quarterly in arrears. As of June 30, 2010, there were no borrowings outstanding, and there were no borrowings under the agreement during the six months ended June 30, 2010. The credit facility expired on June 30, 2010, and was subsequently renewed with an expiration date of June 30, 2011.

(11) FINANCIAL HIGHLIGHTS

 

    Six months ended
June 30, 2010
(Unaudited)
  Year ended
December 31,
2009
  Year ended,
December 31,
2008
  Year ended
December 31,
2007
  Year ended
December 31,
2006
  Year ended
December 31,
2005

Net investment loss to average partners’ capital1

    (0.85)%     (0.95)%     (1.19)%     (0.63)%     (0.61)%     (0.44)%

Expenses to average partners’ capital1,2

    1.39%     1.20%     1.54%     1.37%     1.24%     1.28%

Portfolio turnover

    13.81%     27.40%     29.19%     4.19%     15.31%     12.65%

Total return3

    0.88%     14.96%     (23.46)%     17.41%     12.37%     10.40%

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

  $ 5,213,239   $ 5,212,611   $ 4,663,185   $ 3,269,969   $ 1,011,295   $ 376,169

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

 

1

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

2

Expense ratios do not include expenses of acquired funds that are paid indirectly by the Master Fund as a result of ownership of the underlying funds. Expenses include offshore withholding tax, which is only allocable to investors investing through the offshore feeder funds.

3

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

(12) SUBSEQUENT EVENTS

The Master Fund accepts initial or additional applications for Interests generally as of the first day of the month. Investor subscriptions for Interests totaled approximately $46,639,970 and $38,705,248 for July and August 2010, respectively.

Based on the partners’ capital of the Master Fund, the Adviser recommended to the Board that a tender offer in an amount of up to $542,000,000 be made for the quarter ending September 30, 2010 to those partners who elect to tender their Interests prior to the expiration of the tender offer period. The Board approved such recommendation and partners in the Master Fund were notified of a tender offer with an August 23, 2010 expiration date and approximately $185 million was tendered.

 

47


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THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Supplemental Information

June 30, 2010

(Unaudited)

 

Directors and Officers

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

Compensation for Directors

The Master Fund, The Endowment Institutional Fund, L.P, The Endowment Registered Fund, L.P. and The Endowment TEI Fund, L.P. together pay each of the Directors who is not an “interested person” of the Adviser, as defined in the 1940 Act (the “Independent Directors”) an annual retainer of $42,000, which is paid quarterly, a fee of $5,000 per Board meeting, a fee of $2,500 for any special Board meeting, a fee of $1,250 per interim Board meeting, a fee of $1,250 per each committee meeting to each committee member, and an annual fee of $10,000 for the audit committee chairman, and $7,500 for each other committee chair, each of which is paid quarterly, and an annual fee of $10,000, paid quarterly, to the lead Independent Director. There are currently five Independent Directors. In the interest of retaining Independent Directors of high quality, the Board intends to periodically review such compensation and may modify it as the Board deems appropriate.

Allocation of Investments

The following chart indicates the allocation of investments among the asset classes in the Master Fund as of June 30, 2010.

 

Asset Class1

   Fair Value    %

Arbitrage Strategies

   $ 957,388,216    17.80

Domestic Equity

     437,009,834    8.12

Energy

     428,808,981    7.97

Enhanced Fixed Income

     701,066,158    13.03

International Equity

     495,179,788    9.20

Natural Resources

     213,656,616    3.97

Opportunistic Equity

     869,642,293    16.16

Private Equity

     678,411,588    12.61

Real Estate

     273,509,420    5.08

Agencies

     141,330,344    2.63

Fixed Income

     5,639,402    0.11

Call Options Purchased

     29,329,800    0.55

Money Market

     149,086,643    2.77
           

Total Investments

   $ 5,380,059,083    100.00
           

 

1

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

Form N-Q Filings

The Master Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Master Fund’s Form N-Q is

 

48


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THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2010

(Unaudited)

 

available on the Securities and Exchange Commission website at http://www.sec.gov. The Master Fund’s Form N-Q may be reviewed and copied at the Securities and Exchange Commission Public Reference Room in Washington, DC and information regarding operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Proxy Voting Policies

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

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

Additional Information

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

Board Consideration of the Investment Management Agreement

At an in-person meeting of the Board held on January 12, 2010, the Board considered and approved the continuation of the Investment Management Agreement between the Master Fund and the Adviser. In preparation for review of this agreement, the Board requested the Adviser to provide detailed information which the Board determined to be reasonably necessary to evaluate the agreement. On January 5, 2010, the Independent Directors met in-person among themselves to review and discuss aspects of the materials, initially with, and later without, representatives of the Adviser being present. At the request of the Independent Directors, on January 5, 2010 and again during the January 12, 2010 meeting, representatives of the Adviser made extensive presentations regarding the materials and responded to questions from the Independent Directors relating to, among other things, portfolio management, the Adviser’s staffing and training program, Master Fund and Adviser compliance programs, Master Fund performance including benchmarks and comparisons to other funds, Master Fund fee levels, and the Adviser’s profitability and any economies of scale. Further, the Board, including the Independent Directors, took into consideration information furnished for the Board’s review and consideration throughout the year at regular Board meetings, as well as the information specifically prepared in connection with the renewal process. The Independent Directors were assisted at all times by independent counsel.

Following the Board’s review, the Board concluded that the Investment Management Agreement continues to enable the Master Funds’ partners to obtain high quality services at a cost that is appropriate, reasonable, and in the interests of investors based upon the following determinations, among others:

The nature, extent and quality of the advisory services provided. With respect to the Investment Management Agreement, the Board considered: the background and experience of key investment personnel and the Adviser’s ability to retain them; the Adviser’s focus on analysis of complex asset categories; the Adviser’s disciplined investment approach and commitment to investment principles; the Adviser’s significant investment

 

49


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2010

(Unaudited)

 

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

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

The investment performance of the Master Fund. The Board evaluated the comparative information provided by the Adviser regarding the Master Fund’s investment performance, information on the performance of other investment funds and various indices, including the relevance of various indices. The Board also considered the various performance reports received throughout the year. The Board concluded that the Master Fund’s investment performance for the period met conveyed expectations regarding performance in a context of steeply rising equity markets and was in keeping with long-term investment expectations. On the basis of the Directors’ assessment, the Directors concluded that the Adviser was capable of generating a level of long-term investment performance that is appropriate in light of the Master Fund’s investment objective, policies and strategies and fully competitive with comparable funds.

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

The extent to which economies of scale would be realized as the Master Fund grows and whether fee levels reflect these economies of scale for the benefit of Master Fund investors. While noting that the Investment Management Fees will not decrease as the level of Master Fund assets increase, the Board concluded that the Investment Management Fees reflect the Master Fund’s complex operations, the current economic environment for the Adviser, including its continued investment relating to support and monitoring of the Master Fund, investment decision-making, and the competitive nature of the investment company market as relevant to the Master Fund. The Board noted that as the Master Fund grew the need for investor support and in particular infrastructure and tax reporting grew. The Board noted cost reductions in certain service provider agreements. The Board noted that it will have the opportunity to periodically re-examine whether the Master Fund has achieved economies of scale, as well as the appropriateness of Investment Management Fees payable to the Adviser, in the future.

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

 

50


Table of Contents

THE ENDOWMENT MASTER FUND, L.P.

(A Limited Partnership)

Supplemental Information, continued

June 30, 2010

(Unaudited)

 

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

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

 

51


Table of Contents

 

Independent Directors

Jonathan P. Carroll

Dr. Bernard Harris

Richard C. Johnson

G. Edward Powell

Scott E. Schwinger

Karin B. Bonding

Interested Directors and Officers

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

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

A. Haag Sherman, Director and Co-Principal Executive Officer

John E. Price, Treasurer and Principal Financial Officer

Adam L. Thomas, Secretary

Paul A. Bachtold, Chief Compliance Officer

Investment Adviser

Endowment Advisers, L.P.

Houston, TX

Fund Administrator and Transfer Agent

Citi Fund Services Ohio, Inc.

Columbus, OH

Custodian

J.P. Morgan Chase & Co.

Greenwich, CT

Independent Registered Public Accounting Firm

KPMG LLP

Columbus, OH

Legal Counsel

K&L Gates LLP

Boston, MA


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LOGO

4265 SAN FELIPE

SUITE 800

HOUSTON, TEXAS 77027

TEL 800-725-9456

FAX 713-993-4698


Table of Contents
Item 2. Code of Ethics.

Not applicable.

 

Item 3. Audit Committee Financial Expert.

Not applicable.

 

Item 4. Principal Accountant Fees and Services.

Not applicable.

 

Item 5. Audit Committee of Listed Registrants.

Not applicable.


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Item 6. Investments.

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

(b) Not applicable.

 

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

Not applicable.

 

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

Not applicable.

 

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

 

Period

   (a)
Total Number
of Shares
(or Unites)
Purchased
   (b)
Average Price
Paid per
Share
(or Unit)
   (c)
Total Number
of Shares
(or Units)
Purchases as
Part of
Publicly
Announced
Plans or
Programs
   (d)
Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs

January 1, 2010 through January 31, 2010

   $ —      N/A    N/A    N/A

February 1, 2010 through February 28, 2010

   $ —      N/A    N/A    N/A

March 1, 2010 through March 31, 2010

   $ —      N/A    N/A    N/A

April 1, 2010 through April 30, 2010

   $ —      N/A    N/A    N/A

May 1, 2010 through May 31, 2010

   $ —      N/A    N/A    N/A

June 1, 2010 through June 30, 2010

   $ —      N/A    N/A    N/A
               

Total

   $ —           
               

 

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

Not applicable.

 

Item 11. Controls and Procedures.

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

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this


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report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Exhibits.

(a)(1) Not applicable.

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

(a)(3) Not applicable.

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


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SIGNATURES

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

 

THE ENDOWMENT INSTITUTIONAL FUND, L.P.

(Registrant)

By (Signature and Title):   /S/    JOHN A. BLAISDELL        
 

John A. Blaisdell

Co-Principal Executive Officer

Date: August 26, 2010

 

By (Signature and Title):   /S/    ANDREW B. LINBECK
 

Andrew B. Linbeck

Co-Principal Executive Officer

Date: August 26, 2010

 

By (Signature and Title):   /S/    A. HAAG SHERMAN        
 

A. Haag Sherman

Co-Principal Executive Officer

Date: August 26, 2010

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

 

By (Signature and Title):   /S/    JOHN A. BLAISDELL        
 

John A. Blaisdell

Co-Principal Executive Officer

Date: August 26, 2010

 

 

By (Signature and Title):   /S/    ANDREW B. LINBECK
 

Andrew B. Linbeck

Co-Principal Executive Officer

Date: August 26, 2010


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By (Signature and Title):   /S/    A. HAAG SHERMAN        
 

A. Haag Sherman

Co-Principal Executive Officer

Date: August 26, 2010

 

By (Signature and Title):   /S/    JOHN E. PRICE        
 

John E. Price

Principal Financial Officer

Date: August 26, 2010