EX-99.CODE ETH
HATTERAS MASTER FUND, L.P.
HATTERAS MULTI-STRATEGY FUND I, L.P.
HATTERAS MULTI-STRATEGY TEI FUND, L.P.
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
AND SENIOR FINANCIAL OFFICERS
Effective Date: March 10, 2005
I. COVERED OFFICERS/PURPOSE OF THE CODE
This Code of Ethics (the "Code") for the investment companies within
the Hatteras Master Fund, L.P., Hatteras Multi-Strategy Fund I, L.P.,
and Hatteras Multi-Strategy TEI Fund, L.P. (collectively the "Funds'
and each, a "Fund") applies to the Funds' Principal Executive Office,
Principal Financial Officer, and Principal Accounting Officer, if any
(the "Covered Officers") for the purpose of promoting:
o honest and ethical conduct, including the ethical handling
of actual or apparent conflicts of interest between personal
and professional relationships;
o full, fair, accurate, timely and understandable disclosure
in reports and documents that a Fund files with, or submits
to, the Securities and Exchange commission ("SEC"), and in
other public communications made by a Fund;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of the Code to
an appropriate person or persons identified in the Code; and
o accountability for adherence to the Code.
Each Covered Officer shall adhere to a high standard of business
ethics and shall be sensitive to situations that may give rise to
actual or apparent conflicts of interest.
II. ADMINISTRATION OF THE CODE
ADMINISTRATION. The administration of the Code shall be
supervised by the Funds' Chief Compliance Officer.
Any waivers sought by the Covered Officer must be approved by
each Audit Committee of the Funds (collectively, the "Audit
Committee").
III. MANAGING CONFLICTS OF INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered
Officer's private interest interferes with the interests of, or
his/her service to, a Fund. For example, a conflict of interest would
arise if a Covered Officer, or a family member, receives improper
personal benefits as a result of the Covered Officer's position with a
Fund.
Certain conflicts of interest arise out of the relationships
between Covered Officers and a Fund and already are subject to
conflict of interest provisions in the Investment Company Act of 1940,
as amended (the "Company Act"), and the Investment Advisers Act of
1940, as amended (the "Advisers Act"). For example, Covered Officers
may not individually engage in certain transactions (such as the
purchase or sale of securities or other property) with a Fund because
of their status as "affiliated persons" of the Fund. A Fund's and its
investment adviser's compliance programs and procedures are designed
to prevent, or identify and correct, violations of those provisions.
This Code does not, and is not intended to, repeat or replace those
programs and procedures, and such conflicts fall outside of the
parameters of this Code.
Although typically not presenting an opportunity for improper
personal benefit, conflicts may arise from, or as a result of, the
contractual relationship between a Fund and its investment adviser,
administrator, principal underwriter, pricing and bookkeeping agent
and/or transfer agent (each, a "Service Provider") of which the
Covered Officers are also officers or employees. As a result, this
Code recognizes that the Covered Officers will, in the normal course
of their duties (whether formally for a Fund or for a Service
Provider, or for both), be involved in establishing policies and
implementing decisions that will have different effects on the Service
Provider and a Fund. The participation of the Covered Officers in such
activities is inherent in the contractual relationship between the
Fund and the Service Provider and is consistent with the performance
by the Covered Officers of their duties as officers of a Fund. In
addition, it is recognized by the Board that the Covered Officers may
also be officers or employees of one or more other investment
companies covered by this or other codes.
Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions of the Company Act
and the Advisers Act. The following list provides examples of
conflicts of interest under the Code, but Covered Officers should keep
in mind that these examples are not exhaustive. The overarching
principle is that the personal interest of a Covered Officer should
not be placed improperly before the interest of a Fund.
Each Covered Officer must:
o not use personal influence or personal relationships
improperly to influence investment decisions or
financial reporting by a Fund whereby
the Covered Officer or an immediate family member would
benefit personally to the detriment of a Fund;
o not cause a Fund to take action, or fail to take
action, for the individual personal benefit of the
Covered Officer or an immediate family member rather
than the benefit of the Fund;(1)
o not use material non-public knowledge of portfolio
transactions made or contemplated for the Company to
trade personally or cause others to trade personally in
contemplation of the market effect of such
transactions; and
o report at least annually his or her affiliations and
other relationships on each Fund's annual Directors and
Officers Questionnaire.
There are some conflict of interest situations that must be
approved by the Chief Compliance Officer, after consultation with the
Chief Legal Officer. Those situations include, but are not limited to:
o serve as director on the board of any public or private
company;
o the receipt during any 12-month period of any gifts in
excess of $100 in the aggregate from a third party that
does or seeks to do business with the Funds; and
o the receipt of any entertainment from any company with
which a Fund has current or prospective business
dealings, unless such entertainment is
business-related, reasonable in cost, appropriate as to
time and place, and not so frequent as to raise any
question of impropriety.
IV. DISCLOSURE AND COMPLIANCE
Each Covered Officer shall:
o be familiar with the disclosure requirements generally
applicable to the Funds;
o not knowingly misrepresent, or cause others to
misrepresent, facts about any Fund to others, whether
within or outside the Fund, including to the Fund's
trustees or directors and auditors, and to governmental
regulators and self-regulatory organizations;
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(1) For purposes of this Code, personal trading activity of the Covered Officers
shall be monitored in accordance with the Funds Code of Ethics. Each Covered
Officer shall be considered an "Access Person" under such Code. The term
"immediate family" shall have the same meaning as provided in such Code.
o to the extent appropriate within his/her area of
responsibility, consult with other officers and
employees of the Funds and the adviser with the goal of
promoting full, fair, accurate, timely and
understandable disclosure in the reports and documents
the Funds file with, or submit to, the SEC and in other
public communications made by the Funds; and
o promote compliance with the standards and restrictions
imposed by applicable laws, rules and regulations.
V. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o upon adoption of the Code (or after becoming a Covered
Officer), affirm in writing to the Board that he/she
has received, read and understands the Code;
o annually affirm to the Board compliance with the
requirements of the Code;
o not retaliate against any other Covered Officer or any
employee of the Funds or their affiliated persons for
reports of potential violations that are made in good
faith;
o notify the Chief Compliance Officer promptly if he/she
knows of any violation of this Code; and
o respond to questionnaires circulated periodically in
connection with the preparation of disclosure documents
for the Funds.
The Chief Compliance Officer shall maintain records of all
activities related to this Code.
The Funds will follow the procedures set forth below in
investigating and enforcing this Code:
o The Chief Compliance Officer will take all appropriate
action to investigate any potential violation reported
to him/her;
o If, after such investigation, the Chief Compliance
Officer determines that no violation has occurred, the
Chief Compliance Officer will notify the person(s)
reporting the potential violation, and the Chief
Compliance Officer will report his/her conclusions to
the Audit Committee;
o Any matter that the Chief Compliance Officer determines
may be a violation will be reported to the Audit
Committee;
o If the Audit Committee determines that a violation has
occurred, it will inform and make a recommendation to
the Board, which will consider appropriate action,
which may include review of, and appropriate
modifications to, applicable policies and procedures;
notification to the Chief Executive Officer of the
Funds; or a recommendation to sanction or dismiss the
Covered Officer;
o The Audit Committee will be responsible for granting
waivers in its sole discretion;
o Any changes to or waivers of this Code will, to the
extent required, be disclosed as provided by SEC rules.
The Chief Compliance Officer shall:
o report to the Audit Committee quarterly any approvals
provided in accordance with Section III of this Code;
and
o report to the Audit Committee quarterly any violations
of, or material issues arising under, this Code.
VI. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Funds
for the purposes of Section 406 of the Sarbanes-Oxley Act and the
rules and forms applicable to registered investment companies
thereunder. Insofar as other polices or procedures of the Funds or the
Funds' Service Providers govern or purport to govern the behavior or
activities (including, but not limited to, personal trading
activities) of the Covered Officers who are subject to this Code, they
are superseded by this Code to the extent that they overlap or
conflict with the provisions of this Code. The Funds' and their
investment advisers' and principal underwriter's codes of ethics under
Rule 17j-1 under the Company Act and any policies and procedures of
the Service Providers are separate requirements applicable to the
Covered Officers and are not part of this Code.
VII. AMENDMENTS
All material amendments to this Code must be approved or ratified
by the Board, including a majority of independent directors or
trustees.
VIII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this
Code will be considered confidential and shall be maintained and
protected accordingly.
IX. INTERNAL USE
The Code is intended solely for the internal use by the Funds and
does not constitute an admission, by or on behalf of any Fund, as to
any fact, circumstance, or legal conclusion.