UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-21665
HATTERAS MULTI-STRATEGY TEI FUND, L.P.
(Exact name of registrant as specified in charter)
8540 COLONNADE CENTER DRIVE, SUITE 401
RALEIGH, NORTH CAROLINA 27615
(Address of principal executive offices) (Zip code)
DAVID B. PERKINS
8540 COLONNADE CENTER DRIVE, SUITE 401
RALEIGH, NORTH CAROLINA 27615
(Name and address of agent for service)
Registrant's telephone number, including area code: (919) 846-2324
Date of fiscal year end: MARCH 31
Date of reporting period: SEPTEMBER 30, 2007
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 100 F Street, NE,
Washington, DC 20549. The OMB has reviewed this collection of information under
the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
HATTERAS MULTI-STRATEGY TEI FUND, L.P.
AND
HATTERAS MULTI-STRATEGY OFFSHORE FUND, LDC
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD FROM APRIL 1, 2007 TO SEPTEMBER 30, 2007
UNAUDITED
HATTERAS MULTI-STRATEGY TEI FUND, L.P.
AND
HATTERAS MULTI-STRATEGY OFFSHORE FUND, LDC
FOR THE PERIOD OF APRIL 1, 2007 TO SEPTEMBER 30, 2007
TABLE OF CONTENTS
Consolidated Statement of Assets, Liabilities and Partners' Capital ....... 1
Consolidated Statement of Operations ...................................... 2
Consolidated Statement of Changes in Partners' Capital .................... 3
Consolidated Statement of Cash Flows ...................................... 4
Notes to Consolidated Financial Statements ................................ 5
Board of Directors' ....................................................... 14
Fund Management ........................................................... 15
Other Information ......................................................... 16
Financial Statements of Hatteras Master Fund, L.P. ........................ I
HATTERAS MULTI-STRATEGY TEI FUND, L.P. AND HATTERAS MULTI-STRATEGY OFFSHORE
FUND, LDC
CONSOLIDATED STATEMENT OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL
SEPTEMBER 30, 2007 (UNAUDITED)
ASSETS
Investment in Hatteras Master Fund, L.P.,
at fair value (cost $177,351,422) $198,024,633
Cash and cash equivalents 300,460
Investment in Hatteras Master Fund, L.P. paid in advance 12,533,435
Interest receivable 15,473
Prepaid assets 7,866
------------
TOTAL ASSETS $210,881,867
============
LIABILITIES AND PARTNERS' CAPITAL
Contributions received in advance $ 12,660,990
Withholding tax payable 335,157
Servicing fee payable 123,668
Due to Investment Manager 33,465
Accounting and administration fees payable 26,845
Professional fees payable 26,676
Custodian fees payable 1,858
Printing fees payable 458
Other accrued expenses 7,899
------------
TOTAL LIABILITIES 13,217,016
------------
PARTNERS' CAPITAL 197,664,851
------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $210,881,867
============
See Notes to Consolidated Financial Statements
1
HATTERAS MULTI-STRATEGY TEI FUND, L.P. AND HATTERAS MULTI-STRATEGY OFFSHORE
FUND, LDC
CONSOLIDATED STATEMENT OF OPERATIONS
APRIL 1, 2007 TO SEPTEMBER 30, 2007 (UNAUDITED)
NET INVESTMENT LOSS ALLOCATED FROM HATTERAS MASTER FUND, L.P.
Dividends $ 413,511
Interest 126,008
Expenses (1,054,544)
-----------
NET INVESTMENT LOSS ALLOCATED FROM HATTERAS MASTER FUND, L.P. (515,025)
-----------
FUND INVESTMENT INCOME
Interest 41,392
-----------
OPERATING EXPENSES
Servicing fee 627,496
Withholding tax expense 256,658
Accounting and administration fees 86,447
Professional fees 22,833
Registration fees 21,499
Printing fees 10,608
Insurance fees 602
Other expenses 3,181
-----------
TOTAL OPERATING EXPENSES 1,029,324
Reimbursement to Investment Manager 134,174
-----------
NET OPERATING EXPENSES 1,163,498
-----------
NET INVESTMENT LOSS (1,637,131)
-----------
NET REALIZED GAIN AND CHANGE IN UNREALIZED APPRECIATION ON
INVESTMENTS ALLOCATED FROM HATTERAS MASTER FUND, L.P.
Net realized gain on investments 3,576,144
Net increase in unrealized appreciation on investments 5,112,335
-----------
NET REALIZED GAIN AND CHANGE IN UNREALIZED APPRECIATION ON
INVESTMENTS ALLOCATED FROM HATTERAS MASTER FUND, L.P. 8,688,479
-----------
NET INCREASE IN PARTNERS' CAPITAL RESULTING FROM OPERATIONS $ 7,051,348
===========
See Notes to Consolidated Financial Statements
2
HATTERAS MULTI-STRATEGY TEI FUND, L.P. AND HATTERAS MULTI-STRATEGY OFFSHORE
FUND, LDC
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
GENERAL LIMITED TOTAL
PARTNER'S PARTNERS' PARTNERS'
CAPITAL CAPITAL CAPITAL
--------- ------------ ------------
PARTNERS' CAPITAL, AT MARCH 31, 2006 $ 94,627 $ 32,175,377 $ 32,270,004
Capital contributions -- 93,567,770 93,567,770
Capital withdrawals (363,090) (4,482,424) (4,845,514)
Net investment loss -- (1,931,110) (1,931,110)
Net realized gain on investments -- 671,027 671,027
Net increase in unrealized
appreciation on investments -- 10,516,681 10,516,681
Actual Performance Allocation from
January 1, 2006 to December
31, 2006 363,090 (363,090) --
Reverse accrued Performance
Allocation from January 1, 2006
to March 31, 2006 (94,627) 94,627 --
Accrued Performance Allocation
from January 1, 2007 to March
31, 2007 268,982 (268,982) --
--------- ------------ ------------
PARTNERS' CAPITAL, AT MARCH 31, 2007 $ 268,982 $129,979,876 $130,248,858
========= ============ ============
Capital contributions -- 61,076,094 61,076,094
Capital withdrawals -- (711,449) (711,449)
Net investment loss -- (1,637,131) (1,637,131)
Net realized gain on investments -- 3,576,144 3,576,144
Net increase in unrealized
appreciation on investments -- 5,112,335 5,112,335
Accrued Performance Allocation
from April 1, 2007 to September
30, 2007 340,168 (340,168) --
--------- ------------ ------------
PARTNERS' CAPITAL, AT SEPTEMBER
30, 2007 $ 609,150 $197,055,701 $197,664,851
========= ============ ============
See Notes to Consolidated Financial Statements
3
HATTERAS MULTI-STRATEGY TEI FUND, L.P. AND HATTERAS MULTI-STRATEGY OFFSHORE
FUND, LDC
CONSOLIDATED STATEMENT OF CASH FLOWS
APRIL 1, 2007 TO SEPTEMBER 30, 2007 (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase in partners' capital resulting from operations $ 7,051,348
Adjustments to reconcile net increase in partners'
capital resulting from operations to net cash used in
operating activities:
Net Purchases of interests in Hatteras Master
Fund, L.P. (58,811,515)
Net investment gain allocated from Hatteras Master
Fund, L.P. (8,172,523)
Increase in investment in Hatteras Master Fund, L.P.
paid in advance (7,158,179)
Decrease in receivable for redemption from Hatteras
Master Fund, L.P. 1,880,000
Increase interest receivable (12,571)
Increase in prepaid assets (6,899)
Decrease in due from Investment Manager 13,725
Increase in witholding tax payable 243,157
Increase in servicing fee payable 37,782
Increase in due to Investment Manager 33,465
Increase in accounting and administration fees payable 2,712
Decrease in professional fees payable (1,700)
Decrease in custodian fees payable (3,315)
Increase in printing fees payable 458
Decrease in other accrued expenses (6,697)
------------
NET CASH USED IN OPERATING ACTIVITIES (64,910,752)
------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions (including increase in
contributions received in advance) 67,553,083
Capital withdrawals (including increase in redemptions
payable) (3,316,408)
------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 64,236,675
------------
Net change in cash and cash equivalents (674,077)
Cash and cash equivalents at beginning of period 974,537
------------
Cash and cash equivalents at end of period $ 300,460
============
See Notes to Consolidated Financial Statements
4
HATTERAS MULTI-STRATEGY TEI FUND, L.P. AND HATTERAS MULTI-STRATEGY OFFSHORE
FUND, LDC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED)
1. ORGANIZATION
Hatteras Multi-Strategy TEI Fund, L.P. (the "Fund") was organized as a
limited partnership under the laws of the State of Delaware on October 29,
2004 and commenced operations on April 1, 2005. The Fund is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as a
closed-end, non-diversified, management investment company. The Fund is
designed for investment primarily by tax-exempt and tax-deferred investors
(collectively, "Tax-Exempt Partners"). The Fund's investment objective is
to generate consistent long-term appreciation and returns across all market
cycles. Investors who acquire interests in the Fund ("Interests") are the
Limited Partners (each, a "Limited Partner" and together, the "Limited
Partners") of the Fund. To achieve its objective, the Fund will provide its
Limited Partners with access to a broad range of investment strategies and
asset categories, trading advisors ("Advisors") and overall asset
allocation services typically available on a collective basis to larger
institutions through an investment of substantially all of its assets in
the Hatteras Multi-Strategy Offshore Fund, LDC, (the "Offshore Fund") a
Cayman Islands limited duration company with the same investment objective
as the Fund.
The Offshore Fund serves solely as an intermediate entity through which the
Fund will invest in the Master Fund, and commenced operations on April 1,
2005. The Offshore Fund enables Tax-Exempt Partners to invest without
receiving certain income in a form that would otherwise be taxable to such
Tax-Exempt Partners regardless of their tax-exempt status. The Offshore
Fund will in turn invest substantially all of its assets in the Hatteras
Master Fund, L.P., a Delaware limited partnership (the "Master Fund"),
which is also registered under the 1940 Act.
The Master Fund is managed by Hatteras Investment Partners, LLC (the
"Investment Manager"), a Delaware limited liability company registered as
an investment adviser under the Investment Advisers Act of 1940, as
amended. Neither the Offshore Fund nor the Fund will make independent
investment decisions and neither investment or other discretion over the
investable assets.
At September 30, 2007, the Fund owns 100% of the beneficial interests of
the Offshore Fund, and the Offshore Fund owns 27.69% of the beneficial
interests in the Master Fund. These financials statements are the
consolidation of the Fund and the Offshore Fund (together "the Funds").
Intercompany balances have been eliminated through consolidation.
Hatteras Investment Management, LLC, a Delaware limited liability company,
serves as the General Partner of the Fund (the "General Partner"). The
General Partner has appointed a Board of Directors (the "Board") and, to
the fullest extent permitted by applicable law, has irrevocably delegated
to the Board its rights and powers to monitor and oversee the business
affairs of the Fund, including the complete and exclusive authority to
oversee and establish policies regarding the management, conduct and
operation of the Fund's business.
5
HATTERAS MULTI-STRATEGY TEI FUND, L.P. AND HATTERAS MULTI-STRATEGY OFFSHORE
FUND, LDC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED)
(CONTINUED)
2. SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America and are
expressed in United States dollars. The following is a summary of
significant accounting and reporting policies used in preparing the
consolidated financial statements.
A. INVESTMENT VALUATION
Valuation of the Offshore Fund's interest in the Master Fund is based on
the investment in Underlying Funds held by the Master Fund. The Master Fund
will value interests in the Underlying Funds at fair value, which
ordinarily will be the value determined by their respective investment
managers, in accordance with procedures established by the Board.
Investments in Underlying Funds are subject to the terms of the Underlying
Funds' offering documents. Valuations of the Underlying Funds may be
subject to estimates and are net of management and performance incentive
fees or allocations payable to the Underlying Funds' as required by the
Underlying Funds' offering documents. If the Investment Manager determines
that the most recent value reported by the Underlying Fund does not
represent fair value or if the Underlying Fund fails to report a value to
the Master Fund, a fair value determination is made under procedures
established by and under the general supervision of the Board. Because of
the inherent uncertainty in valuation, the estimated values may differ from
the values that would have been used had a ready market for the securities
existed, and the differences could be material.
The accounting policies of the Master Fund, including the valuation of
securities held by the Master Fund, will directly affect the Funds and are
discussed in the Notes to Financial Statements of the Master Fund which are
included elsewhere in this report.
B. ALLOCATIONS FROM MASTER FUND
As required by accounting principles generally accepted in the United
States of America, the Fund records its allocated portion of income,
expense, realized gains and losses and unrealized appreciation and
depreciation from the Master Fund.
C. FUND LEVEL INCOME AND EXPENSES
Interest income on any cash or cash equivalents held by the Funds will be
recognized on an accrual basis. Expenses that are specifically attributed
to the Funds are charged to each Fund. The Funds will also bear, as an
investor in the Master Fund, its allocable portion of the fees and expenses
of the Master Fund. Because the Funds bear their proportionate share of the
management fees of the Master Fund, the Funds pay no direct management fee
to the Investment Manager.
6
HATTERAS MULTI-STRATEGY TEI FUND, L.P. AND HATTERAS MULTI-STRATEGY OFFSHORE
FUND, LDC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED)
(CONTINUED)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
D. TAX BASIS REPORTING
Because the Master Fund invests primarily in investment funds that are
treated as partnerships for U.S. Federal tax purposes, the tax character of
the Fund's allocated earnings is established dependent upon the tax filings
of the investor partnerships. Accordingly, the tax basis of these allocated
earnings and the related balances are not available as of the reporting
date.
E. CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes amounts held in interest bearing demand
deposit accounts. At September 30, 2007, the Funds held $300,460 in
interest bearing demand deposit accounts. Such cash, at times, may exceed
federally insured limits. The Funds have not experienced any losses in such
accounts and does not believe it is exposed to any significant credit risk
on such bank deposits.
F. USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported
amounts of income and expenses during the reported period. Actual results
could differ from those estimates.
3. ALLOCATION OF LIMITED PARTNERS' CAPITAL
Net profits or net losses of the Funds for each allocation period
("Allocation Period") will be allocated among and credited to or debited
against the capital accounts of the Limited Partners. Net profits or net
losses will be measured as the net change in the value of the partners'
capital of the Fund, including any net change in unrealized appreciation or
depreciation of investments and realized income and gains or losses and
expenses during an allocation period, adjusted to exclude any items to be
allocated among the capital accounts of the Limited Partners other than in
accordance with the Limited Partners' respective investment percentages.
Allocation Periods begin on the day after the last day of the preceding
Allocation Period and end at the close of business on (1) the last day of
each month; (2) the last day of each taxable year; (3) the day preceding
each day on which interests are purchased; (4) the day on which interests
are repurchased; or (5) the day on which any amount is credited to or
debited from the capital account of any Limited Partner other than an
amount to be credited to or debited from the capital accounts of all
Limited Partners in accordance with their respective investment percentages
in the Master Fund.
The Fund will maintain a separate capital account ("Capital Account") on
its books for each Limited Partner.
7
HATTERAS MULTI-STRATEGY TEI FUND, L.P. AND HATTERAS MULTI-STRATEGY OFFSHORE
FUND, LDC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED)
(CONTINUED)
3. ALLOCATION OF LIMITED PARTNERS' CAPITAL (CONTINUED)
Each Limited Partner's capital account will have an opening balance equal
to the Limited Partner's initial contribution to the capital of Fund (i.e.,
the amount of the investment less any applicable sales load), and
thereafter, will be (i) increased by the amount of any additional capital
contributions by such Limited Partner; (ii) decreased for any payments upon
repurchase or in redemption of such Limited Partner's Interest or any
distributions in respect of such Limited Partner; and (iii) increased or
decreased as of the close of each Allocation Period by such Limited
Partner's allocable share of net profits or net losses of the Fund.
4. RELATED PARTY TRANSACTIONS AND OTHER
In consideration for investor services, the Funds will pay Hatteras
Investment Partners, LLC (in such capacity, the "Servicing Agent") an
investor servicing fee at the annual rate of 0.75% of the net asset value
of the interests beneficially owned by customers of the Servicing Agent or
any service provider who has entered into a service provider agreement with
the Servicing Agent. The investor servicing fees payable to the Servicing
Agent will be borne by all Limited Partners of the Fund on a pro-rata
basis. The Servicing Agent may waive (to all investors on a pro-rata basis)
or pay to third parties all or a portion of any such fees in its sole
discretion.
The Investment Manager has contractually agreed to reimburse certain
expenses for the initial period November 1, 2005 through April 1, 2007, so
that the total annual expenses for this period will not exceed 2.35% for
the Fund (the "Expense Limitation"). The agreement will automatically renew
for one-year terms after the initial period until terminated by the
Investment Manager or the Fund. The Fund will carry forward, for a period
not to exceed (3) three years from the date on which a reimbursement is
made by the Investment Manager, any expenses in excess of the expense
limitation and repay the Investment Manager such amounts, provided the Fund
is able to effect such reimbursement and remain in compliance with the
expense limitation disclosed in the then effective confidential memorandum.
As of September 30, 2007, the Funds have carried forward expenses of $3,222
which will begin to expire on November 30, 2008.
The General Partner generally receives an annual performance-based
allocation (the "Performance Allocation") with respect to the Capital
Account of each Limited Partner. The Performance Allocation is calculated
generally as of the end of each calendar year. The Performance Allocation
with respect to a Limited Partner's Capital Account is equal to 10% of the
amount by which the excess, if any, of net profit over net loss allocated
to such Limited Partner for the calendar year exceeds (a) any Loss
Carryforward Amount (as defined below) for such Limited Partner plus (b)
the non-cumulative "hurdle amount" (an annualized return on the Capital
Account balance of such Limited Partner as of the last day of the preceding
calendar year at a rate equal to the yield to maturity of the 90-day United
States Treasury Bill as reported by the Wall Street Journal on the last day
of the preceding calendar year). The Performance Allocation with respect to
each applicable Limited Partner's Capital Account shall be deducted from
such Capital Account and allocated to the Capital Account of the General
Partner.
8
HATTERAS MULTI-STRATEGY TEI FUND, L.P. AND HATTERAS MULTI-STRATEGY OFFSHORE
FUND, LDC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED)
(CONTINUED)
4. RELATED PARTY TRANSACTIONS AND OTHER (CONTINUED)
If at the end of any calendar year, the net losses allocated to a Limited
Partner's Capital Account exceed the net profits so allocated, then a Loss
Carryforward Amount shall be established for the Limited Partner. No
Performance Allocation shall be deducted from the Capital Account of any
Limited Partner unless the excess of net profits over net losses
subsequently allocated exceeds any Loss Carryforward Amount for that
Limited Partner.
If a Limited Partner withdraws completely from the Fund other than at the
end of a calendar year, a Performance Allocation shall be made with respect
to such Limited Partner's Capital Account as of the date of complete
withdrawal as if such date were the end of a calendar year and the hurdle
amount will be pro-rated.
UMB Bank, n.a. serves as custodian of the Funds' assets and provides
custodial services for the Funds. UMB Fund Services, Inc. serves as
administrator and accounting agent to the Funds and provides certain
accounting, record keeping and investor related services. The Funds pay a
monthly fee to the administrator based upon average partners' capital,
subject to certain minimums.
5. FEDERAL INCOME TAXES
For Federal income tax purposes, the Fund is treated as a partnership, and
each partner in the Fund is treated as the owner of its proportionate share
of the net assets, income, expenses, and the realized and unrealized gains
(losses) of the Fund. Accordingly, no federal, state or local income taxes
have been provided on profits of the Fund since the partners are
individually liable for the taxes on their share of the Fund's income.
Under current Cayman Islands legislation, there are no taxes payable by the
Offshore Fund. The Offshore Fund has been advised by its United States
counsel that it generally should not be subject to United States income
tax, except as further detailed in the Fund's confidential offering
memorandum. United States withholding taxes as described in the Fund's
confidential offering memorandum have been recorded on the statement of
operations.
6. RISK FACTORS
An investment in the Fund involves significant risks that should be
carefully considered prior to investment and should only be considered by
persons financially able to maintain their investment and who can afford a
loss of a substantial part or all of such investment. The Master Fund
intends to invest substantially all of its available capital in securities
of private investment companies. These investments will generally be
restricted securities that are subject to substantial holding periods or
are not traded in public markets at all, so that the Master Fund may not be
able to resell some of its securities holdings for extended periods, which
may be several years. No guarantee or representation is made that the
investment objective will be met.
9
HATTERAS MULTI-STRATEGY TEI FUND, L.P. AND HATTERAS MULTI-STRATEGY OFFSHORE
FUND, LDC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED)
(CONTINUED)
7. LINE OF CREDIT
On May 1, 2006, the Fund, along with other limited partners of the Master
Fund, entered into a $20,000,000 unsecured, uncommitted revolving loan
facility ("Facility"), for the purpose to finance short timing differences
between the redemption of investments or receipt of partnership capital and
the redemption of partnership capital accounts, the investment in new
managers, or as general working capital. The facility was increased for a
ninety day period on October 1, 2007 to $65,000,000 and will be reduced to
$30,000,000 on November 26, 2007. A fee of 37.5 basis points per annum is
payable quarterly in arrears on the unused portion of the Facility.
Borrowings are charged an interest rate at a base rate less 75 basis
points. The base rate is the greater of (a) the prime commercial rate as
announced from time to time, or (b) the Federal Funds rate plus 1/2 of 1%,
calculated on a 360-day basis and payable monthly in arrears. The Fund did
not directly borrow or pay Facility expenses during the period, rather the
Master Fund paid all expenses related to the Facility for the period ended
September 30, 2007 and allocated to the Fund it's proportional share of the
expenses. At September 30, 2007 the Master Fund had $20,000,000 in
borrowings outstanding under the Facility and $19,430 in fees and interest
payable. The average interest rate, the average daily balance, and the
maximum balance outstanding for borrowings under the Facility for the
period ended September 30, 2007 was 7.50%, $677,596, and $20,000,000,
respectively.
8. REPURCHASE OF INTERESTS
The Board may, from time to time and in its sole discretion, cause the Fund
to repurchase interests from Limited Partners pursuant to written tenders
by Limited Partners at such times and on such terms and conditions as
established by the Board.
In determining whether the Fund should offer to repurchase interests, the
Board will consider the recommendation of the Investment Manager. The Fund
generally expects to offer repurchase interests from Limited Partners on a
quarterly basis as of March 31, June 30, September 30 and December 31 of
each year. The Fund does not intend to distribute to the partners any of
the Fund's income, but generally expects to reinvest substantially all
income and gains allocable to the partners. A partner may, therefore, be
allocated taxable income and gains and not receive any cash distribution.
9. INDEMNIFICATION
In the normal course of business, the Funds enter into contracts that
provide general indemnifications. The Funds' maximum exposure under these
agreements is dependent on future claims that may be made against the
Funds, and therefore cannot be established; however, based on experience,
the risk of loss from such claims is considered remote.
10. CONSOLIDATED FINANCIAL HIGHLIGHTS
The financial highlights are intended to help you understand the Funds'
financial performance for the past period. The total returns in the table
represent the rate that a Limited Partner would be expected to have earned
or lost on an investment in the Fund.
The ratios and total return amounts are calculated on the Limited Partner
group taken as a whole.
10
HATTERAS MULTI-STRATEGY TEI FUND, L.P. AND HATTERAS MULTI-STRATEGY OFFSHORE
FUND, LDC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED)
(CONTINUED)
10. CONSOLIDATED FINANCIAL HIGHLIGHTS (CONTINUED)
The General Partner interest is excluded from the calculations. An
individual Limited Partner's ratios or returns may vary from the table
below based on incentive arrangements and the timing of capital
transactions.
The ratios are calculated by dividing total dollars of income or expenses
as applicable by the average of total monthly Limited Partner's capital.
The ratios include the Funds' proportionate share of the Master Fund's
income and expenses.
Total return amounts are calculated by geometrically linking returns based
on the change in value during each accounting period. The total return
amounts have not been annualized.
The portfolio turnover rate refers to the turnover rate of the Master Fund,
as turnover occurs at the Master Fund level and the Funds are invested 100%
in the Master Fund.
FOR THE YEAR ENDED
FOR THE SIX MONTH MARCH 31,
PERIOD ENDED -------------------
SEPTEMBER 30, 2007 2007 2006
------------------ -------- -------
Total return amortizing
organizational expenses and
before Performance Allocation* --** --** 11.50%
Organizational expense -- -- (0.35)%
-------- -------- -------
Total return before Performance
Allocation 4.79% 8.01% 11.15%
Performance Allocation (0.32)% (0.55)% (1.15)%
-------- -------- -------
Total return after expensing
organizational expenses and
Performance Allocation 4.47% 7.46% 10.00%
======== ======== =======
Limited Partners' capital, end
of year (000) $197,056 $129,980 $32,175
Portfolio Turnover Rate
(Master Fund) 3.45% 14.03% 19.35%
Net investment loss before
Performance Allocation (1.01)% (2.24)% (3.49)%
Operating expenses, excluding
reimbursement from Investment
Manager and Performance Allocation 1.29% 2.87% 4.72%
Performance Allocation 0.33% 0.62% 1.21%
-------- -------- -------
Total expenses and Performance
Allocation before reimbursement
from Investment Manager 1.62% 3.49% 5.93%
Reimbursement from Investment Manager 0.08% (0.08)% (0.87)%
-------- -------- -------
Net expenses 1.70% 3.41% 5.06%
======== ======== =======
* Return is indicative of amortizing organizational expenses over 60 months
for tax purposes.
** Organizational costs were fully expensed as of 3/31/06.
11
HATTERAS MULTI-STRATEGY TEI FUND, L.P. AND HATTERAS MULTI-STRATEGY OFFSHORE
FUND, LDC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED)
(CONTINUED)
11. NEW ACCOUNTING PRONOUNCEMENTS
In July 2006, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an
Interpretation of FASB Statement No. 109" (the "Interpretation"). The
Interpretation establishes for all entities, including pass-through
entities such as the Funds, a minimum threshold for financial statements
recognition of the benefit of positions taken in filing tax returns
(including whether an entity is taxable in a particular jurisdiction), and
required certain expanded tax disclosures. The Interpretation is effective
for fiscal years beginning after December 15, 2006 and is required to be
implemented no later than September 30, 2007. Management has determined the
Interpretation has no significant impact, if any, on the Fund's financial
statements.
In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157, "Fair Value Measurements," (the "Statement"). The
Statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value hierarchy that distinguishes between market
participant assumptions developed based on market data obtained from
sources independent of the reporting entity (observable inputs). The
Statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and is to be applied prospectively as of
the beginning of the fiscal year in which this Statement is initially
applied. Management has recently begun to evaluate the application of the
Statement to the Funds, and is not in a position at this time to evaluate
the significance of its impact, if any, on the Funds' financial statements.
12. SUBSEQUENT EVENTS
Effective October 1, 2007 and November 1, 2007, there were additional
capital contributions of $40,906,226 and $10,220,009, respectively.
Effective October 1, 2007 there were redemptions of $602,552. There were
additional contributions effective as of October 1, 2007 of $88,340,142
resulting from the Agreement and Plan of Reorganization described in the
note below.
Effective October 1, 2007 according to an Agreement and Plan of
Reorganization (the "Master Fund Agreement") approved by the Board and the
Topiary Fund Board by and between the Master Fund and Topiary Master Fund
For Benefit Plan Investors (BPI) LLC (the "Topiary Master Fund"), the
Topiary Master Fund transferred to the Master fund substantially all of the
Topiary Master Fund's assets and liabilities in exchange for limited
partnership interests in the Master Fund.
Effective October 1, 2007 According to The Agreement and Plan of
Reorganization (the "TEI Agreement" and, together with the Master Fund
Agreement, the "Agreements") by and between the Hatteras Multi-Strategy TEI
Fund, L.P. (the "TEI Fund" and, together with the Master Fund, the
"Hatteras Funds")) and Topiary Benefit Plan Investor Fund LLC (the "Topiary
Feeder Fund"), the Topiary Feeder Fund transferred substantially all of the
assets and liabilities of to the TEI Fund in exchange for limited
partnership interests in the TEI Fund, and distributed such limited
partnership interests in the Master Fund to the members of the Topiary
Feeder Fund in accordance with their respective interests.
12
HATTERAS MULTI-STRATEGY TEI FUND, L.P. AND HATTERAS MULTI-STRATEGY OFFSHORE
FUND, LDC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED)
(CONCLUDED)
12. SUBSEQUENT EVENTS (CONTINUED)
Effective October 1, 2007 According to The Agreement and Plan of
Reorganization (the "Offshore Fund Agreement" and, together with the Master
Fund Agreement and the TEI agreement, the "Agreements") by and between the
Hatteras Multi-Strategy Offshore Fund, LDC (the "Offshore Fund" and,
together with the Master Fund and the TEI Fund, the "Hatteras Funds") and
the Topiary Offshore Fund for Benefit Plan Investors LDC (the "Topiary
Cayman Fund"), the Topiary Cayman Fund transferred substantially all of the
assets and liabilities of to the Topiary Cayman Fund in exchange for
ownership interests in the Offshore Fund, and distributed such ownership
interests in the Offshore Fund to the holders of ownership interest in the
Topiary Cayman Fund.
13
HATTERAS MULTI-STRATEGY TEI FUND, L.P. AND HATTERAS MULTI-STRATEGY OFFSHORE
FUND, LDC
BOARD OF DIRECTORS (UNAUDITED)
The identity of the Board Members and brief biographical information is set
forth below.
Term of
Office;
Position(s) Length Principal Occupation(s) During Past 5 Number of Portfolios in Fund
Held with of Time years and Other Directorships Held by Complex' Overseen by
Name, Address & Age the Fund Served Director Director or Officer
- ------------------- ------------ --------------- ------------------------------------- ----------------------------
INTERESTED DIRECTORS
David B. Perkins, 45 Chief 3 year term; Mr. Perkins has been Chairman and CEO 5
1000 Watermeet Lane Executive Since Inception since inception of the Funds. Mr.
Raleigh, NC 27614 Officer and Perkins became the President and
Chairman of Managing Principal of the Investment
the Board of Manager in September 2003 and became
Directors the co-founder and Managing Partner
of CapFinancial Partners, LLC in
April 2003. Prior to that, he was
Managing Partner at Wachovia
Securities Financial Network, Inc.
from June 2002 to September 2003 and
Managing Principal of CapTrust
Financial Advisors, LLC from October
1997 to June 2002.
INDEPENDENT DIRECTORS
Steve E. Moss, 54 Director: 3 year term; Mr. Moss has been a member of HMKCT 5
918 Meadow Lane Chairman of Since December Properties, LLC since January 1996.
Henderson, NC 27536 the Audit 2004
Committee
H. Alexander Holmes, 65 Director: 3 year term; Mr. Holmes founded Holmes Advisory 5
3408 Landor Road Audit Since December Services, LLC, a financial
Raleigh, NC 27609 Committee 2004 consultation firm, in 1993.
Member
Gregory S. Sellers, 48 Director: 3 year term; Mr. Sellers became the Chief 5
2643 Steeplechase Road Audit Since December Financial Officer and a director of
Gastonia, NC 28056 Committee 2004 Kings Plush, Inc., a fabric
Member manufacturer, in April 2003. Prior to
that, he was the Vice President of
Finance at Parksdale Mills, Inc., a
cotton and cotton blend yarns
producer, from January 1991 to April
2003.
Art Lottes, 54 Director: 3 year term; Mr. Lottes was the President of 5
4813 Wynneford Way Audit Since November CARQUEST Corporation, an automotive
Raleigh, NC 27615 Committee 2006 aftermarket company until December
Member 2005. Mr. Lottes was a Board member
of CARQUEST and General Partner until
December 2005.
14
HATTERAS MULTI-STRATEGY TEI FUND, L.P. AND HATTERAS MULTI-STRATEGY OFFSHORE
FUND, LDC
FUND MANAGEMENT (UNAUDITED)
Set forth below is the name, age, position with the Fund, length of term of
office, and the principal occupation for the last five years of each of the
persons currently serving as Executive Officers of the Fund. Unless otherwise
noted, the business address of each officer is 8540 Colonnade Center Drive,
Suite 401, Raleigh, NC 27615.
Term of
Office;
Position(s) Length Principal Occupation(s) During Past 5 Number of Portfolios in Fund
Held with of Time years and Other Directorships Held by Complex' Overseen by
Name, Address & Age the Fund Served Director Director or Officer
- ------------------- ------------ --------------- ------------------------------------- ----------------------------
OFFICERS
J. Michael Fields, 34 Chief Since Mr. Fields has been the CFO since N/A
8540 Colonnade Center Financial Inception inception of the Funds. Mr. Fields
Drive, Officer became a Director of the Investment
Suite 401 Manager in September 2003. Prior to
Raleigh, NC 27615 joining the Investment Manager, Mr.
Fields was employed by CapTrust
Financial Advisors from August 2002
to September 2003. Prior to joining
CapTrust, Mr. Fields was employed by
Morgan Stanley in Atlanta, Georgia
from January 2000 to August 2002.
Denise Buchanan, 45 Chief Since Ms. Buchanan has been the CCO since N/A
8540 Colonnade Center Compliance Inception inception of the Funds. Ms. Buchanan
Drive, Officer became the Compliance Officer with
Suite 401 CapFinancial Partners, LLC
Raleigh, NC 27615 ("CapTrust") in November 2003. Prior
to joining CapTrust, Ms. Buchanan was
President of Broker/Dealer Sales &
Consulting, Inc. from 2001 to
November 2003. Previously, Ms.
Buchanan was the Director of
Compliance for Atlantic Capital
Management, LLC from 1996 to 2001.
Vickey Collins, 41 Secretary Since Ms. Collins has been the Secretary of N/A
8540 Colonnade Drive, Inception the Funds since inception. She became
Suite 401 the Operations Manager for the
Raleigh, NC 27615 Investment Manager in September 2004.
Prior to joining the Investment
Manager, she was employed with
McKinely Capital Management from 1994
to 2004.
15
HATTERAS MULTI-STRATEGY TEI FUND, L.P. AND HATTERAS MULTI-STRATEGY OFFSHORE
FUND, LDC
OTHER INFORMATION (UNAUDITED)
PROXY VOTING
For free information regarding how the Fund voted proxies during the period
ended March 31, 2007, or to obtain a free copy of the Fund's complete proxy
voting policies and procedures, call 1-800-504-9070 or visit the SEC's
website at http://www.sec.gov.
AVAILABILITY OF QUARTERLY PORTFOLIO SCHEDULES
The Fund files its complete schedule of portfolio holdings with the SEC for
the first and third quarters of each fiscal year on Form N-Q. The Fund's
Form N-Q is available, without charge and upon request, on the SEC's
website at http://www.sec.gov or may be reviewed and copied at the SEC's
Public Reference Room in Washington, DC. Information on the Public
Reference Room may be obtained by calling 1-800-SEC-0330.
17
HATTERAS MASTER FUND, L.P.
FINANCIAL STATEMENTS
FOR THE PERIOD FROM APRIL 1, 2007 TO SEPTEMBER 30, 2007
UNAUDITED
HATTERAS MASTER FUND, L.P.
FOR THE PERIOD FROM APRIL 1, 2007 TO SEPTEMBER 30, 2007
UNAUDITED
TABLE OF CONTENTS
Schedule of Investments ................................................... 1
Statement of Assets, Liabilities and Partners' Capital .................... 5
Statement of Operations ................................................... 6
Statements of Changes in Partners' Capital ................................ 7
Statement of Cash Flows ................................................... 8
Notes to Financial Statements ............................................. 9
Board of Directors ........................................................ 17
Fund Management ........................................................... 18
Other Information ......................................................... 19
HATTERAS MASTER FUND, L.P.
SCHEDULE OF INVESTMENTS - SEPTEMBER 30, 2007 (UNAUDITED)
INVESTMENT OBJECTIVE AS A PERCENTAGE OF TOTAL PARTNERS' CAPITAL
Percentages are as follows:
(PIE CHART)
Real Estate Composite (7.06%)
Other assets less liabilities (0.76%)
Absolute Return (21.68%)
Energy and Natural Resources (14.19%)
Enhanced Fixed Income (18.00%)
Opportunistic Equity (30.21%)
Private Equity Composite (8.10%)
COST FAIR VALUE
------------ ------------
INVESTMENTS IN UNDERLYING FUNDS (99.21%)
ABSOLUTE RETURN (21.68%)
Black River Commodity Multi Strategy Fund,
L.P. (a, b) $ 7,000,000 $ 7,798,805
Black River Global Multi-Strategy Leveraged
Fund, LLC (a, b) 6,000,000 6,882,135
Broad Peak Fund, LP (a,b) 12,000,000 11,963,719
Courage Special Situations Fund, L.P. (a,b) 4,827,675 5,724,157
DE Shaw Composite Fund, LLC (a, b) 16,000,000 17,406,063
Montrica Global Opportunities Fund, L.P.
(a, b) 16,000,000 17,050,637
OZ Asia Domestic Partners, L.P. (a, b) 15,000,000 16,296,769
Paulson Partners Enhanced, L.P. (a, b) 7,000,000 9,720,788
PSAM WorldArb Partners, LP (a, b) 6,000,000 5,831,338
Smith Breeden Mortgage Partners, L.P. (a, b) 4,413,258 5,390,035
Stark Investments, L.P. (a, b) 12,000,000 13,525,391
Waterstone Market Neutral Fund, L.P. (a, b) 11,000,000 11,648,786
Wellington Partners, LLC (a,b) 12,785,759 16,604,440
Whitebox Diversified Convertible Arbitrage
Fund, L.P. (a, b) 9,000,000 9,146,068
------------
154,989,131
------------
See Notes to Financial Statements
1
HATTERAS MASTER FUND, L.P.
SCHEDULE OF INVESTMENTS - SEPTEMBER 30, 2007 (UNAUDITED) (CONTINUED)
COST FAIR VALUE
------------ ------------
ENERGY AND NATURAL RESOURCES (14.19%)
Arclight Energy Partners Fund III, LP (a, b) $ 2,771,871 $ 2,793,068
Cambridge Energy, L.P. (a, b) 2,566,534 4,668,365
CamCap Resources, L.P. (a, b) 11,000,000 11,480,055
Centennial Energy Partners, L.P. (a, b) 11,000,000 11,868,239
Chilton Global Natural Resources Partners,
LP (a,b) 12,000,000 12,797,874
EnerVest Energy Institutional Fund X-A, L.P.
(a, b) 2,806,717 3,011,775
EnerVest Energy Institutional Fund XI-A,
L.P. (a, b) 2,099,621 1,984,231
Merit Energy Partners F-II, L.P. (a, b) 342,071 342,307
Natural Gas Partners Energy Tech, L.P.
(a, b) 477,857 433,334
Natural Gas Partners VIII, L.P. (a, b) 2,710,276 3,174,699
Ospraie Special Opportunities Fund, L.P.
(a, b) 5,000,000 5,506,190
Quantum Energy Partners IV, LP (a,b) 1,207,766 1,028,237
Southport Energy Plus Partners, L.P. (a, b) 7,083,819 12,208,434
State Street Research Energy and Natural
Resources Hedge Fund, LLC (a, b) 11,700,000 11,534,361
Touradji Deeprock Partners, L.P. (a, b) 4,000,000 4,498,559
Treaty Oak Partners, L.P. (a, b) 11,000,000 14,171,025
-----------
101,500,753
------------
ENHANCED FIXED INCOME (18.00%)
Anchorage Short Credit Fund II, L.P. (a,b) 13,000,000 12,584,557
ARX Global High Yield Securities Fund I,
L.P. (a,b) 14,000,000 14,444,909
BDCM Partners I, L.P. (a,b) 13,500,000 13,744,030
Contrarian Capital Fund I, L.P. (a,b) 10,880,064 13,560,768
D.B. Zwirn Special Opportunities Fund, L.P.
(a,b) 6,500,000 8,187,613
Drawbridge Special Opportunities Fund, L.P.
(a,b) 12,300,000 13,439,732
Greylock Global Opportunity Fund, L.P. (a,b) 4,922,405 5,714,412
Halcyon Europe L.P. (a,b) 12,000,000 12,299,524
Lazard Emerging Income, L.P. (a,b) 3,000,000 3,712,728
Ore Hill Fund, L.P. (a,b) 7,221,928 8,666,982
The Rohatyn Group Local Currency Opportunity
Partners, L.P. (a,b) 6,000,000 6,102,066
Z Capital Partners I, L.P. (a,b) 17,000,000 16,232,254
-----------
128,689,575
------------
OPPORTUNISTIC EQUITY (30.18%)
Algebris Global Financials Fund, LP (a, b) 6,000,000 7,891,612
Artis Technology Qualified 2X, L.P. (a, b) 7,000,000 9,273,982
Asian Century Quest Fund (QP) L.P. (a, b) 7,000,000 8,143,307
CCM Small Cap Value Qualified Fund, L.P.
(a, b) 2,500,000 3,213,773
Criterion Horizons Fund, LP (a, b) 14,000,000 15,798,176
CRM Windridge Partners, L.P. (a, b) 4,522,017 5,228,940
See Notes to Financial Statements
2
HATTERAS MASTER FUND, L.P.
SCHEDULE OF INVESTMENTS - SEPTEMBER 30, 2007 (UNAUDITED) (CONTINUED)
COST FAIR VALUE
------------ ------------
OPPORTUNISTIC EQUITY (30.18%) (CONTINUED)
DE Shaw Oculus Fund LLC (a, b) $ 13,000,000 $ 14,125,838
Ellerston Global Equity Managers Fund (U.S.)
L.P. (a,b) 13,000,000 14,858,147
GMO Mean Reversion Fund A (a, b) 5,770,065 6,963,656
Gradient Europe Fund, L.P. (a, b) 8,500,000 13,011,545
Healthcor, L.P. (a, b) 11,000,000 14,481,056
Liberty Square Strategic Partners IV (Asia),
L.P. (a, b) 13,000,000 13,502,625
Samlyn Onshore Fund, L.P. (a, b) 8,000,000 9,452,824
Sansar Capital, L.P. (a, b) 10,000,000 12,887,365
SCP Ocean Fund, L.P. (a, b) 4,002,947 6,806,630
SR Global Fund, L.P. (Class C) International
(a, b) 3,457,674 7,141,305
SR Global Fund, L.P. (Class F) Europe (a, b) 6,959,403 6,884,930
SR Global Fund, L.P. (Class G) Emerging
(a, b) 5,281,970 10,293,020
Standard Pacific Japan Fund, L.P. (a, b) 6,500,000 7,157,622
The Platinum Fund Ltd. (Class A) (a, b) 2,535,461 3,409,539
The Raptor Global Fund, L.P. (a, b) 8,000,000 8,006,182
Visium Long Bias Fund, L.P. (a, b) 15,964,983 17,287,044
------------
215,819,118
------------
PRIVATE EQUITY COMPOSITE (8.10%)
Actis Umbrella Fund, L.P. (a, b) 1,835,886 1,983,911
BDCM Opportunity Fund II, L.P. (a, b) 1,601,449 1,461,863
Brazos Equity Fund II, L.P. (a, b) 1,981,957 1,802,457
Carlyle Japan Partners II, L.P. (a, b) 233,036 193,591
CJIP II Co-Invest, L.P. (a, b) 49,224 46,171
Carlyle Partners V, L.P. (a, b) 684,065 645,540
Claremont Creek Ventures, L.P. (a, b) 565,000 489,700
Crosslink Crossover Fund IV, L.P. (a, b) 4,403,262 6,034,721
Crosslink Crossover Fund V, L.P. (a, b) 4,000,000 4,585,404
Dace Ventures I, L.P. (a, b) 303,402 274,665
Darwin Private Equity I, L.P. (a, b) 117,168 82
Encore Consumer Capital Fund, L.P. (a, b) 1,784,957 2,397,912
Gavea Investment Fund II A, L.P. (a, b) 2,500,000 2,543,710
Great Point Partners VII, L.P. (a, b) 645,000 970,919
Halifax Fund II, L.P. (a, b) 515,263 397,203
Hancock Park Capital III, L.P. (a, b) 1,800,000 2,113,805
HealthCor Partners Fund, L.P. (a, b) 167,566 95,386
Integral Capital Partners VII, L.P. (a, b) 6,000,000 8,175,517
Lighthouse Capital Partners VI, L.P. (a, b) 500,000 500,000
OCM European Principal Opportunties Fund,
L.P. (a, b) 3,440,307 4,266,141
OCM Mezzanine Fund II, L.P. (a, b) 2,975,316 3,050,258
See Notes to Financial Statements
3
HATTERAS MASTER FUND, L.P.
SCHEDULE OF INVESTMENTS - SEPTEMBER 30, 2007 (UNAUDITED) (CONTINUED)
COST FAIR VALUE
------------ ------------
PRIVATE EQUITY COMPOSITE (8.10%) (CONTINUED)
Pipe Equity Partners, LLC (a, b) $ 3,824,693 $ 4,746,099
Private Equity Investment Fund IV, L.P.
(a, b) 1,256,349 1,294,249
Roundtable Healthcare Partners II, L.P.
(a, b) 1,091,981 1,037,590
Sanderling Venture Partners VI Co-Investment
Fund, L.P. (a,b) 500,000 444,047
Sanderling Venture Partners VI, L.P. (a, b) 600,000 536,285
Sterling Capital Partners II, L.P. (a, b) 1,260,668 1,483,182
Sterling Capital Partners III, L.P. (a, b) 620,073 592,471
Strategic Value Global Opportunities Fund
I-A, LP (a,b) 3,997,239 3,896,837
The Column Group, L.P. (a, b) 138,577 121,575
VCFA Private Equity Partners IV, L.P. (a, b) 741,858 834,681
VCFA Venture Partners V, L.P. (a, b) 800,000 746,537
Voyager Capital Fund III, L.P. (a, b) 243,622 182,511
------------
57,945,020
------------
REAL ESTATE COMPOSITE (7.06%)
Benson Elliot Real Estate Partners II, L.P.
(a, b) 1,528,076 1,422,414
Colony Investors VII, L.P. (a, b) 3,001,697 3,359,368
Colony Investors VIII, L.P. (a, b) 921,651 949,151
ING Clarion CRA Hedge Fund, L.P. (a, b) 2,356,915 3,447,724
ING Clarion Global, L.P. (a, b) 3,000,000 3,547,758
Oak Hill Plus, L.P. (a, b) 7,000,000 7,659,586
ORBIS Real Estate Fund I, L.P. (a, b) 979,079 854,952
Patron Capital III, L.P. (a, b) 8,515 465
Phoenix Asia Real Estate Investment II, L.P.
(a, b) 1,157,388 1,157,387
Rockwood Capital Real Estate Partners Fund
VII, LP (a, b) 3,353,603 3,293,557
Security Capital Preferred Growth, Inc. b 1,714,043 1,508,488
Third Avenue Real Estate Opportunities Fund,
LLC (a,b) 9,000,000 9,320,261
Transwestern Mezzanine Realty Partner II,
LLC (b) 1,843,736 1,860,253
WCP Real Estate Fund I, LP (a, b) 4,113,515 3,943,257
Wells Street Global Partners, LP (a, b) 6,686,675 8,190,087
------------
50,514,708
------------
709,458,305
------------
TOTAL INVESTMENTS IN UNDERLYING FUNDS
(COST $620,954,952)
INVESTMENTS IN OPTIONS (0.03%)
OPPORTUNISTIC EQUITY (0.03%)
EEP Option Straddle 680,800 192,601
------------
TOTAL INVESTMENTS IN UNDERLYING FUNDS AND
OPTIONS (COST $ 621,635,752) 709,650,906
OTHER ASSETS LESS LIABILITIES (0.76%) 5,405,732
------------
PARTNERS' CAPITAL - 100.00% $715,056,638
============
a- Non-income producing
b-Underlying Funds are issued in private placement transactions and as such are
restricted as to resale.
Total cost and value of restricted securities as of September 30, 2007 was
$620,954,952 and $709,458,305 respectively.
See Notes to Financial Statements
4
HATTERAS MASTER FUND, L.P.
STATEMENT OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL - SEPTEMBER 30, 2007
(UNAUDITED)
ASSETS
Investments in Underlying Funds, at fair value
(cost $620,954,952) $709,458,305
Investments in Underlying Funds paid in advance 65,626,846
Cash and cash equivalents 830,438
Receivable from redemption of Underlying Funds 323,599
Investment in Options (cost $680,800) 192,601
Prepaid assets 62,545
Withholding tax refund receivable 26,478
Dividends and interest receivable 896
------------
TOTAL ASSETS $776,521,708
============
LIABILITIES AND PARTNERS' CAPITAL
Contributions received in advance $ 40,656,225
Line of credit loan payable 20,000,000
Management fee payable 596,097
Accounting and administration fees payable 85,331
Professional fees payable 68,630
Line of credit fees payable 19,430
Custodian fees payable 18,952
Risk management expense payable 16,287
Other accrued expenses 4,118
------------
TOTAL LIABILITIES 61,465,070
------------
PARTNERS' CAPITAL 715,056,638
------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $776,521,708
============
See Notes to Financial Statements
5
HATTERAS MASTER FUND, L.P.
STATEMENT OF OPERATIONS - APRIL 1, 2007 TO SEPTEMBER 30, 2007 (UNAUDITED)
INVESTMENT INCOME
Dividends $ 1,464,159
Interest 451,557
------------
TOTAL INVESTMENT INCOME 1,915,716
------------
OPERATING EXPENSES
Management fee 2,971,280
Accounting and administration fees 232,889
Risk management expense 208,398
Professional fees 113,905
Insurance expense 53,170
Line of credit fees 36,667
Custodian fees 32,147
Board of directors' fees 30,000
Interest expense 25,833
Compliance consulting fees 7,500
Printing expense 4,659
Other expenses 20,355
------------
TOTAL OPERATING EXPENSES 3,736,803
------------
NET INVESTMENT LOSS (1,821,087)
------------
NET REALIZED GAIN AND CHANGE IN UNREALIZED
APPRECIATION ON INVESTMENTS IN UNDERLYING FUNDS
Net realized gain on investments in Underlying Funds 2,076,293
Net increase in unrealized appreciation on
investments in Underlying Funds 28,316,832
------------
NET REALIZED GAIN AND CHANGE IN UNREALIZED
APPRECIATION ON INVESTMENTS IN UNDERLYING FUNDS 30,393,125
------------
NET INCREASE IN PARTNERS' CAPITAL RESULTING FROM
OPERATIONS $ 28,572,038
============
See Notes to Financial Statements
6
HATTERAS MASTER FUND, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
LIMITED
PARTNERS'
CAPITAL*
------------
PARTNERS' CAPITAL, AT MARCH 31, 2006 $213,520,988
Capital contributions 207,108,880
Capital withdrawals (23,130,271)
Net investment loss (3,115,957)
Net realized gain on investments in Underlying
Funds 2,322,022
Net increase in unrealized appreciation on
investments in Underlying Funds 35,414,077
------------
PARTNERS' CAPITAL, AT MARCH 31, 2007 $432,119,739
Capital contributions 259,825,457
Capital withdrawals (5,460,596)
Net investment loss (1,821,087)
Net realized gain on investments in Underlying
Funds 2,076,293
Net increase in unrealized appreciation on
investments in Underlying Funds 28,316,832
------------
PARTNERS' CAPITAL, AT SEPTEMBER 30, 2007 $715,056,638
============
See Notes to Financial Statements
7
HATTERAS MASTER FUND, L.P.
STATEMENT OF CASH FLOWS - APRIL 1, 2007 TO SEPTEMBER 30, 2007 (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase in partners' capital resulting from
operations $ 28,572,038
Adjustments to reconcile net increase in partners'
capital resulting from investment operations to
net cash used in operating activities:
Purchases of Underlying Funds (259,482,116)
Proceeds from redemptions of Underlying Funds 19,572,519
Net realized gain on investments in Underlying
Funds (2,076,293)
Net increase in unrealized appreciation on
investments in Underlying Funds (28,316,832)
Increase in investments in Underlying Funds
paid in advance (48,310,299)
Decrease in receivable from redemption of
Underlying Funds 5,580,665
Decrease in prepaid assets 63,266
Decrease in dividends and interest receivable 26,120
Increase in management fee payable 225,363
Increase in accounting and administration fees
payable 26,461
Decrease in professional fees payable (28,145)
Increase in line of credit fees payable 15,297
Increase in custodian fees payable 8,282
Increase in risk management expense payable 12,678
Decrease in interest expense payable (16,250)
Increase in other accrued expenses 4,118
-------------
Net cash used in operating activities (284,123,128)
-------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions (including contributions
received in advance) 271,112,305
Capital withdrawals (net of redemptions payable) (18,140,596)
Line of credit borrowings 17,000,000
-------------
Net cash used in financing activities 269,971,709
-------------
Net change in cash and cash equivalents (14,151,419)
Cash and cash equivalents at beginning of period 14,981,857
-------------
Cash and cash equivalents at end of period $ 830,438
=============
Supplemental Disclosure of Interest Paid $ 9,583
=============
See Notes to Financial Statements
8
HATTERAS MASTER FUND, L.P.
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED)
1. ORGANIZATION
Hatteras Master Fund, L.P. (the "Master Fund") was organized as a limited
partnership under the laws of the State of Delaware on October 29, 2004.
The Master Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as a closed-end, non-diversified management
investment company. The Master Fund is managed by Hatteras Investment
Partners, LLC (the "Investment Manager"), a Delaware limited liability
company registered as an investment adviser under the Investment Advisers
Act of 1940, as amended. The objective of the Master Fund is to generate
consistent long-term appreciation and returns across all market cycles. To
achieve its objective, the Master Fund will provide its limited partners
(each, a "Limited Partner" and together, the "Limited Partners") with
access to a broad range of investment strategies and asset categories,
trading advisors ("Advisors") and overall asset allocation services
typically available on a collective basis to larger institutions.
Generally, the Investment Manager intends to select Advisors that
collectively employ widely diversified investment strategies and engage in
such techniques as opportunistic equity, enhanced fixed income, absolute
return, private equity, real estate and energy/natural resources. However,
the Investment Manager may also retain Advisors who utilize other
strategies. The Master Fund invests with each Advisor either by becoming a
participant in an investment vehicle operated by the Advisor (an
"Underlying Fund") or by placing assets in an account directly managed by
the Advisor. The Master Fund commenced operations on January 1, 2005. Prior
to January 1, 2005, the Master Fund engaged in no transactions other than
those related to organizational matters and the sale of a $100,000 interest
to Hatteras Diversified Strategies Fund, LP.
Hatteras Investment Management LLC, a Delaware limited liability company,
serves as the General Partner of the Master Fund (the "General Partner").
The General Partner has initially appointed a Board of Directors (the
"Board") and, to the fullest extent permitted by applicable law, has
irrevocably delegated to the Board 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.
On January 3, 2005, the Master Fund received capital contributions totaling
$116,269,458, including contributions in the form of transfers-in-kind from
Hatteras Diversified Strategies Fund, LP and Hatteras Diversified
Strategies Offshore Fund, Ltd. for $72,386,769 and $16,620,182,
respectively. In addition, the Hatteras Diversified Strategies Offshore
Fund, Ltd. transferred receivables in the amount of $17,242,388 and
liquidated $10,020,119 of the Fund's securities at December 31, 2004 and
reinvested the proceeds in the Master Fund.
2. SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America. The
following is a summary of significant accounting and reporting policies
used in preparing the financial statement.
9
HATTERAS MASTER FUND, L.P.
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED) (CONTINUED)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
A. INVESTMENT VALUATION - INVESTMENTS IN UNDERLYING FUNDS
The Master Fund will value interests in the Underlying Funds at fair value,
which ordinarily will be the value determined by their respective
investment managers, in accordance with procedures established by the
Board. Investments in Underlying Funds are subject to the terms of the
Underlying Funds' offering documents. Valuations of the Underlying Funds
may be subject to estimates and are net of management and performance
incentive fees or allocations payable to the Underlying Funds' as required
by the Underlying Funds' offering documents. If the Investment Manager
determines that the most recent value reported by the Underlying Fund does
not represent fair value or if the Underlying Fund fails to report a value
to the Master Fund, a fair value determination is made under procedures
established by and under the general supervision of the Board. Because of
the inherent uncertainty in valuation, the estimated values may differ from
the values that would have been used had a ready market for the securities
existed, and the differences could be material.
B. INVESTMENT INCOME
Interest income is recorded on an accrual basis. Dividend income is
recorded on the ex-dividend date, except that certain dividends from
private equity investments are recorded as soon as the information is
available to the Master Fund. The Underlying Funds generally do not make
regular cash distributions of income and gains and so are generally
considered non-income producing securities, however the Master Fund owns
securities that are income producing and disburse regular cash
distributions.
C. FUND EXPENSES
The Master Fund will bear all expenses incurred in the business of the
Master Fund, including, but not limited to, the following: all costs and
expenses related to portfolio transactions and positions for the Master
Fund's account; legal fees; accounting and auditing fees; costs of
insurance; registration expenses; certain offering and organization costs;
and expenses of meetings of the Board.
D. INCOME TAXES
The Master Fund is treated as a partnership for federal income tax purposes
and therefore not subject to federal income tax. For income tax purposes,
the individual partners will be taxed upon their distributive share of each
item of the Master Fund's income, gain, loss, deductions and credits.
10
HATTERAS MASTER FUND, L.P.
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED) (CONTINUED)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E. CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes amounts held in interest bearing demand
deposit accounts. At September 30, 2007, the Master Fund held $830,438 in
interest bearing demand deposit accounts. Such cash, at times, may exceed
federally insured limits. The Master Fund has not experienced any losses in
such accounts and does not believe it is exposed to any significant credit
risk on such bank deposits.
F. USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the
Master Fund to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements
and the reported amounts of income and expense during the reporting period.
Actual results could differ from these estimates.
3. ALLOCATION OF PARTNERS' CAPITAL
Net profits or net losses of the Master Fund for each Allocation Period (as
defined below) will be allocated among and credited to or debited against
the capital accounts of the Limited Partners. Allocation Periods begin on
the day after the last day of the preceding Allocation Period and end at
the close of business on (1) the last day of each month, (2) the last day
of each taxable year; (3) the day preceding each day on which interests are
purchased, (4) the day on which interests are repurchased, or (5) the day
on which any amount is credited to or debited from the capital account of
any Limited Partner other than an amount to be credited to or debited from
the capital accounts of all Limited Partners in accordance with their
respective investment percentages.
4. MANAGEMENT FEE, RELATED PARTY TRANSACTIONS AND OTHER
The Investment Manager is responsible for providing day-to-day investment
management services to the Master Fund, subject to the ultimate supervision
of and subject to any policies established by the Board, pursuant to the
terms of an investment management agreement with the Master Fund (the
"Investment Management Agreement"). Under the Investment Management
Agreement, the Investment Manager is responsible for developing,
implementing and supervising the Master Fund's investment program.
In consideration for such services, the Master Fund pays the Investment
Manager a monthly management fee equal to 1/12th of 1.00% (1.00% on an
annualized basis) of the aggregate value of its partners' capital
determined as of the last day of the month (before repurchase of
interests).
11
HATTERAS MASTER FUND, L.P.
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED) (CONTINUED)
4. MANAGEMENT FEE, RELATED PARTY TRANSACTIONS AND OTHER (CONTINUED)
Each member of the Board who is not an "interested person" of the Master
Fund (the "Independent Board"), as defined by the 1940 Act, receives an
annual retainer of $15,000. All Board members are reimbursed by the Master
Fund for all reasonable out-of-pocket expenses incurred by them in
performing their duties.
UMB Bank, n.a. serves as custodian of the Master Fund's assets and provides
custodial services for the Master Fund. UMB Fund Services, Inc. serves as
administrator and accounting agent to the Master Fund and provides certain
accounting, record keeping and investor related services. The Master Fund
pays a monthly fee to the administrator based upon average partners'
capital, subject to certain minimums.
5. INVESTMENT TRANSACTIONS
Total purchases of Underlying Funds for the period ended September 30, 2007
amounted to $259,482,116. Total proceeds from redemptions of Underlying
Funds for the period ended September 30, 2007 amounted to $17,496,226. The
cost of investments in Underlying Funds for federal income tax purposes is
adjusted for items of taxable income allocated to the Master Fund from the
Underlying Funds.
6. RISK FACTORS
An investment in the Master Fund involves significant risks that should be
carefully considered prior to investing and should only be considered by
persons financially able to maintain their investment and who can afford a
loss of a substantial part or all of such investment. The Master Fund
intends to invest substantially all of its available capital in securities
of private investment companies. These investments will generally be
restricted securities that are subject to substantial holding periods or
are not traded in public markets at all, so that the Master Fund may not be
able to resell some of its securities holdings for extended periods, which
may be several years. Investments in the Underlying Funds may be restricted
from early redemptions or subject to fees for early redemptions as part of
contractual obligations agreed to by the Advisor on behalf of the Master
Fund. Underlying Funds generally require the Advisor to provide advanced
notice of its intent to redeem the Master Fund's total or partial interest
and may delay or deny a redemption request depending on the Underlying
Funds' governing agreements. No guarantee or representation is made that
the investment objective will be met.
12
HATTERAS MASTER FUND, L.P.
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED) (CONTINUED)
7. LINE OF CREDIT
On May 1, 2006, the Master Fund entered into a $20,000,000 unsecured,
uncommitted revolving loan facility ("Facility"), for the purpose to
finance short timing differences between the redemption of investments or
receipt of partnership capital and the redemption of partnership capital
accounts; the investment in new managers; or as general working capital.
The facility was increased for a ninety day period on October 1, 2007 to
$65,000,000 and will be reduced to $30,000,000 on November 26, 2007. A fee
of 37.5 basis points per annum is payable quarterly in arrears on the
unused portion of the Facility. Borrowings are charged an interest rate at
a base rate less 75 basis points. The base rate is the greater of a) the
prime commercial rate as announced from time to time, or b) the Federal
Funds rate plus 1/2 of 1%, calculated on a 360-day basis and payable
monthly in arrears. At September 30, 2007 the Master Fund had $20,000,000
in borrowings outstanding under the Facility and $19,430 in fees and
interest payable. The average interest rate, the average daily balance, and
the maximum balance outstanding for borrowings under the Facility for the
period ended September 30, 2007 was 7.50%, $677,596, and $20,000,000,
respectively.
8. REPURCHASE OF PARTNERS' INTERESTS
The Board may, from time to time and in its sole discretion, cause the
Master Fund to repurchase interests from Limited Partners pursuant to
written tenders by Limited Partners at such times and on such terms and
conditions as established by the Board. In determining whether the Master
Fund should offer to repurchase interests, the Board will consider the
recommendation of the Investment Manager. On March 31, 2006, the Investment
Manager recommended to the Board that the Master Fund offer to repurchase
interests from Limited Partners on a quarterly basis as of March 31, June
30, September 30 and December 31 of each year. The Master Fund does not
intend to distribute to the partners any of the Master Fund's income, but
generally expects to reinvest substantially all income and gains allocable
to the partners. A partner may, therefore, be allocated taxable income and
gains and not receive any cash distribution.
9. INDEMNIFICATION
In the normal course of business, the Master Fund enters into contracts
that provide general indemnifications. The Master Fund's maximum exposure
under these agreements is dependent on future claims that may be made
against the Master Fund, and therefore cannot be established; however,
based on experience, the risk of loss from such claims is considered
remote.
10. COMMITMENTS
As of September 30, 2007, the Master Fund had outstanding investment
commitments to Underlying Funds totaling $ 109,958,424.
13
HATTERAS MASTER FUND, L.P.
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED) (CONTINUED)
11. FINANCIAL HIGHLIGHTS
The financial highlights are intended to help you understand the Master
Fund's financial performance for the past period. The total returns in the
table represent the rate that a typical Limited Partner would be expected
to have earned or lost on an investment in the Master Fund. The ratios and
total return amounts are calculated based on the Limited Partner group
taken as a whole. An individual Limited Partner's results may vary from
those shown below due to the timing of capital transactions.
The ratios are calculated by dividing total dollars of net investment
income or expenses, as applicable, by the average of total monthly limited
partners' capital. The ratios do not reflect the Master Fund's
proportionate share of income and expenses from Underlying Funds.
Total return amounts are calculated by geometrically linking returns based
on the change in value during each accounting period. The total return
amounts have not been annualized for the periods less than a year.
FOR THE SIX FOR THE PERIOD FROM
MONTH PERIOD JANUARY 1, 2005
ENDED (COMMENCEMENT OF
SEPTEMBER 30, FOR THE YEARS ENDED MARCH 31, OPERATIONS) THROUGH
2007 2007 2006 MARCH 31, 2005
------------- ------------- ------------- -------------------
Total return amortizing organizational
expenses* --** --** --** 0.23%
Total return 5.49% 9.31% 13.79% 0.17%
Partners' capital, end of period (000) $715,057 $432,120 $213,521 $116,827
Portfolio Turnover 3.45% 14.03% 19.35% 3.72%
ANNUALIZED RATIOS:
Net Investment loss (0.32)% (0.96)% (1.23)% (1.43)%
Total Expenses 0.65% 1.39% 1.52% 1.50%
* Return is indicative of amortizing organizational expenses over 60 months
for tax purposes.
** Organizational costs were fully expensed as of 3/31/05.
14
HATTERAS MASTER FUND, L.P.
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED) (CONTINUED)
12. NEW ACCOUNTING PRONOUNCEMENTS
In July 2006, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an
Interpretation of FASB Statement No. 109" (the "Interpretation"). The
Interpretation establishes for all entities, including pass-through
entities such as the Master Fund, a minimum threshold for financial
statements recognition of the benefit of positions taken in filing tax
returns (including whether an entity is taxable in a particular
jurisdiction), and required certain expanded tax disclosures. The
Interpretation is effective for fiscal years beginning after December 15,
2006 and is required to be implemented no later than September 30, 2007.
Management has recently begun to evaluate the application of the
Interpretation to the Master Fund, and is not in a position at this time to
estimate the significance of its impact, if any, on the Master Fund's
financial statements.
In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157, "Fair Value Measurements," (the "Statement"). The
Statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value hierarchy that distinguishes between (1)
market participant assumptions developed based on market data obtained from
sources independent of the reporting entity (observable inputs). The
Statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and is to be applied prospectively as of
the beginning of the fiscal year in which this Statement is initially
applied. Management has recently begun to evaluate the application of the
Statement to the Master Fund, and is not in a position at this time to
evaluate the significance of its impact, if any, on the Master Fund's
financial statements.
13. SUBSEQUENT EVENTS
Effective October 1, 2007 and November 1, 2007, there were additional
capital contributions of $40,906,226 and $52,066,408 respectively.
Effective October 1, 2007 there were redemptions of $6,650,000. There were
additional contributions effective as of October 1, 2007 of $89,738,623
resulting from the Agreement and Plan of Reorganization described in the
note below.
Effective October 1, 2007 according to a reorganization plan (the "Master
Fund Agreement") approved by the Board and the Topiary Fund Board by and
between the Master Fund and Topiary Master Fund For Benefit Plan Investors
(BPI) LLC (the "Topiary Master Fund"), the Topiary Master Fund transferred
to the Master fund substantially all of the Topiary Master Fund's assets
and liabilities in exchange for limited partnership interests in the Master
Fund.
Effective October 1, 2007 According to The Agreement and Plan of
Reorganization (the "TEI Agreement" and, together with the Master Fund
Agreement, the "Agreements") by and between the Hatteras Multi-Strategy TEI
Fund, L.P. (the "TEI Fund" and, together with the Master Fund, the
"Hatteras Funds")) and Topiary Benefit Plan Investor Fund LLC (the "Topiary
Feeder Fund"), the Topiary Feeder Fund transferred substantially all of the
assets and liabilities of to the TEI Fund in exchange for limited
partnership interests in the TEI Fund,
15
HATTERAS MASTER FUND, L.P.
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED) (CONCLUDED)
13. SUBSEQUENT EVENTS (CONTINUED)
and distributed such limited partnership interests in the Master Fund to
the members of the Topiary Feeder Fund in accordance with their respective
interests (such transaction referred to as the "Feeder Fund Reorganization"
and, together with Master Fund Reorganization, the "Reorganizations").
16
HATTERAS MASTER FUND, L.P.
BOARD OF DIRECTORS (UNAUDITED)
The identity of the Board Members and brief biographical information is set
forth below.
Term of
Office;
Position(s) Length Principal Occupation(s) During Past 5 Number of Portfolios in Fund
Held with of Time years and Other Directorships Held by Complex' Overseen by
Name, Address & Age the Fund Served Director Director or Officer
- ------------------- ------------ --------------- ------------------------------------- ----------------------------
INTERESTED DIRECTORS
David B. Perkins, 45 Chief 3 year term; Mr. Perkins has been Chairman and CEO 5
1000 Watermeet Lane Executive Since Inception since inception of the Funds. Mr.
Raleigh, NC 27614 Officer and Perkins became the President and
Chairman of Managing Principal of the Investment
the Board of Manager in September 2003 and became
Directors the co-founder and Managing Partner
of CapFinancial Partners, LLC in
April 2003. Prior to that, he was
Managing Partner at Wachovia
Securities Financial Network, Inc.
from June 2002 to September 2003 and
Managing Principal of CapTrust
Financial Advisors, LLC from October
1997 to June 2002.
INDEPENDENT DIRECTORS
Steve E. Moss, 54 Director: 3 year term; Mr. Moss has been a member of HMKCT 5
918 Meadow Lane Chairman of Since December Properties, LLC since January 1996.
Henderson, NC 27536 the Audit 2004
Committee
H. Alexander Holmes, 65 Director: 3 year term; Mr. Holmes founded Holmes Advisory 5
3408 Landor Road Audit Since December Services, LLC, a financial
Raleigh, NC 27609 Committee 2004 consultation firm, in 1993.
Member
Gregory S. Sellers, 48 Director: 3 year term; Mr. Sellers became the Chief 5
2643 Steeplechase Road Audit Since December Financial Officer and a director of
Gastonia, NC 28056 Committee 2004 Kings Plush, Inc., a fabric
Member manufacturer, in April 2003. Prior to
that, he was the Vice President of
Finance at Parksdale Mills, Inc., a
cotton and cotton blend yarns
producer, from January 1991 to April
2003.
Art Lottes, 54 Director: 3 year term; Mr. Lottes was the President of 5
4813 Wynneford Way Audit Since November CARQUEST Corporation, an automotive
Raleigh, NC 27615 Committee 2006 aftermarket company until December
Member 2005. Mr. Lottes was a Board member
of CARQUEST and General Partner until
December 2005.
17
HATTERAS MASTER FUND, L.P.
FUND MANAGEMENT (UNAUDITED)
Set forth below is the name, age, position with the Fund, length of term of
office, and the principal occupation for the last five years of each of the
persons currently serving as Executive Officers of the Fund. Unless otherwise
noted, the business address of each officer is 8540 Colonnade Center Drive,
Suite 401, Raleigh, NC 27615.
Position(s) Length Principal Occupation(s) During Past 5 Number of Portfolios in Fund
Held with of Time years and Other Directorships Held by Complex' Overseen by
Name, Address & Age the Fund Served Director Director or Officer
- ------------------- ------------ --------------- ------------------------------------- ----------------------------
OFFICERS
J. Michael Fields, 34 Chief Since Mr. Fields has been the CFO since N/A
8540 Colonnade Center Financial Inception inception of the Funds. Mr. Fields
Drive, Officer became a Director of the Investment
Suite 401 Manager in September 2003. Prior to
Raleigh, NC 27615 joining the Investment Manager, Mr.
Fields was employed by CapTrust
Financial Advisors from August 2002
to September 2003. Prior to joining
CapTrust, Mr. Fields was employed by
Morgan Stanley in Atlanta, Georgia
from January 2000 to August 2002.
Denise Buchanan, 45 Chief Since Ms. Buchanan has been the CCO since N/A
8540 Colonnade Center Compliance Inception inception of the Funds. Ms. Buchanan
Drive, Officer became the Compliance Officer with
Suite 401 CapFinancial Partners, LLC
Raleigh, NC 27615 ("CapTrust") in November 2003. Prior
to joining CapTrust, Ms. Buchanan was
President of Broker/Dealer Sales &
Consulting, Inc. from 2001 to
November 2003. Previously, Ms.
Buchanan was the Director of
Compliance for Atlantic Capital
Management, LLC from 1996 to 2001.
Vickey Collins, 41 Secretary Since Ms. Collins has been the Secretary of N/A
8540 Colonnade Drive, Inception the Funds since inception. She became
Suite 401 the Operations Manager for the
Raleigh, NC 27615 Investment Manager in September 2004.
Prior to joining the Investment
Manager, she was employed with
McKinely Capital Management from 1994
to 2004.
18
HATTERAS MASTER FUND, L.P.
OTHER INFORMATION (UNAUDITED)
ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
At a meeting of the Board of the Master Fund held on February 28, 2007, by
a unanimous vote, the Board of the Master Fund, including a majority of the
Directors who are not "interested persons" within the meaning of Section
2(a)(19) of the 1940 Act, approved the continuation of the Investment
Management Agreement (the "Agreement").
In advance of the meeting, the Independent Directors requested and received
extensive materials from the Investment Manager to assist them in
considering the renewal of the Agreement. The materials provided by the
Investment Manager contained information including detailed comparative
information relating to the performance, advisory fees and other expenses
of the Master Fund and the Limited Partners of the Master Fund managed by
the Investment Manager (collectively, the "Funds"). The materials also
included comparisons of the performance of each of the Master Fund's
investment sectors versus a relevant benchmark.
The Board engaged in a detailed discussion of the materials with management
of the Investment Manager. The Independent Directors then met separately
with independent counsel to the Independent Directors for a full review of
the materials. Following this session, the full Board reconvened and after
further discussion determined that the information presented provided a
sufficient basis upon which to approve the continuation of the Agreement.
DISCUSSION OF FACTORS CONSIDERED
The Board reviewed various materials relating to the Investment Manager,
including materials furnished by the Investment Manager. These materials
included information about the Investment Manager's personnel,
organizational structure, operations and financial condition. Management
discussed with the Independent Directors the Investment Manager's business
plans regarding ownership of the Manager, stability and retention of
management and improvements in the Funds' distribution and marketing.
The Board considered, among other things, various matters relating to the
organizational capabilities of the Investment Manager, including: (1) the
nature and stability of the ownership of the Investment Manager; (2) the
nature of the Investment Manager's portfolio management experience and
resources, including the experience of relevant personnel; and (3) the
Investment Manager's resources, practices and procedures to address
regulatory compliance matters.
The Board concluded that the Investment Manager has sufficient resources to
fulfill effectively the Investment Manager's duties under the Agreement.
The Board also considered other information, including: (1) the terms of
the Agreement; (2) the standard of care applicable to the Investment
Manager under the Agreement; (3) information regarding the performance of
and fees paid by certain similar private funds managed by the Investment
Manager; (4) information compiled by the Investment Manager intended to
gauge the
19
HATTERAS MASTER FUND, L.P.
OTHER INFORMATION (UNAUDITED) (CONCLUDED)
ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED)
behavior of the Investment Manager's portfolio management strategy during
periods of historical or hypothetical market stress; (5) the Funds'
investment performance and expense ratios and the investment performance
and expense ratios of other investment companies with similar investment
styles to the Funds; and (6) the structure of, and the method used to
determine, the compensation of portfolio managers.
The Board gave consideration to the fees payable under the Agreement,
including: (1) the fees to be paid to the Investment Manager and the
Investment Manager's anticipated expenses in providing its services, and
the fact that certain affiliates of the Investment Manager provide other
services to the Funds and receive payment for these services; and (2) a
comparison of the fees payable under the Agreement to fees paid under
investment advisory agreements to investment advisers serving other
investment companies with similar investment programs to the Master Fund,
which assisted the Board in evaluating the reasonableness of the fees to be
paid to the Investment Manager.
The Board also considered possible economies of scale that might be
recognized in the future at different asset levels. In this regard the
Board considered the amount of assets in the Master Fund; the placement
agent agreements currently in force to increase the Funds' penetration in
various distribution channels; the information provided by the Investment
Manager relating to its estimated costs; and information comparing the fee
rate to be charged by the Investment Manager (which does not include fee
breakpoints) with fee rates charged by other unaffiliated investment
managers to their clients. The Board considered all factors and no one
factor alone was deemed dispositive.
PROXY VOTING
A description of the policies and procedures that the Master Fund uses to
determine how to vote proxies relating to portfolio securities and
shareholders record of actual proxy votes cast is available at www.sec.gov
and may be obtained at no additional charge by calling 1-800-504-9070.
20
ITEM 2. CODE OF ETHICS.
Not applicable to semi-annual reports.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable to semi-annual reports.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable to semi-annual reports.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to semi-annual reports.
ITEM 6. SCHEDULE OF INVESTMENTS.
Schedule of Investments in securities of unaffiliated issuers as of the close of
the reporting period is included as part of the report to shareholders filed
under Item 1 of this form.
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 to semi-annual reports.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the shareholders
may recommend nominees to the registrant's board of directors, where those
changes were implemented after the registrant last provided disclosure in
response to the requirements of Item 407(c)(2)(iv) of Regulation S-K, or this
Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers,
or persons performing similar functions, have concluded that the registrant's
disclosure controls and procedures (as defined in Rule 30a-3(c) under the
Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR
270.30a-3(c))) are effective, as of a date within 90 days of the filing date of
the report that includes the disclosure required by this paragraph, based on
their evaluation of these controls and procedures required by Rule 30a-3(b)
under the 1940 Act (17 CFR 270.30a-3(b)) and Rules13a-15(b) or 15d-15(b) under
the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or
240.15d-15(b)).
(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR
270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the
period covered by this report that has materially affected, or is 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) under the 1940 Act and Section
302 of the Sarbanes- Oxley Act of 2002 are attached hereto.
(a)(3) Not applicable.
(b) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) HATTERAS MULTI-STRATEGY TEI FUND, L.P.
By (Signature and Title)* /s/ DAVID B. PERKINS
-----------------------------------------------------
David B. Perkins, President & Chief Executive Officer
(principal executive officer)
Date DECEMBER 3, 2007
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/ DAVID B. PERKINS
-----------------------------------------------------
David B. Perkins, President & Chief Executive Officer
(principal executive officer)
Date DECEMBER 3, 2007
By (Signature and Title)* /s/ J. MICHAEL FIELDS
-----------------------------------------------------
J. Michael Fields, Chief Financial Officer
(principal financial officer)
Date DECEMBER 3, 2007
* Print the name and title of each signing officer under his or her
signature.