EXHIBIT C
LETTER OF TRANSMITTAL
Regarding Interests in
HATTERAS MASTER FUND, L.P.
Tendered Pursuant to the Offer to Purchase
Dated September 29, 2008
THIS LETTER OF TRANSMITTAL MUST BE
RECEIVED BY UMB FUND SERVICES, INC.
BY OCTOBER 28, 2008.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, EASTERN STANDARD TIME, ON OCTOBER 28, 2008,
UNLESS THE OFFER IS EXTENDED.
Complete This Letter Of Transmittal And Return To:
Hatteras Master Fund, L.P.
c/o UMB Fund Services, Inc.
P.O. Box 1623
Milwaukee, WI 53201-1623
Attention: Tender Offer Administrator
Phone: (800) 504-9070
Fax: (816) 860-3138
Letter of Transmittal Page 1 of 4
Ladies and Gentlemen:
The undersigned hereby tenders to Hatteras Master Fund, L.P., a closed-end,
non-diversified, management investment company organized as a limited
partnership under the laws of the State of Delaware (the "Fund"), the limited
partnership interest in the Fund or portion thereof (the "Interest") held by the
undersigned, described and specified below, on the terms and conditions set out
in the Offer to Purchase, dated September 29, 2008 (the "Offer"), receipt of
which is hereby acknowledged, and in this Letter of Transmittal. THE OFFER AND
THIS LETTER OF TRANSMITTAL ARE SUBJECT TO ALL THE TERMS AND CONDITIONS SET OUT
IN THE OFFER, INCLUDING, BUT NOT LIMITED TO, THE ABSOLUTE RIGHT OF THE FUND TO
REJECT ANY AND ALL TENDERS DETERMINED BY IT, IN ITS SOLE DISCRETION, NOT TO BE
IN THE APPROPRIATE FORM.
The undersigned hereby sells to the Fund the Interest tendered pursuant to
this Letter of Transmittal. The undersigned warrants that it has full authority
to sell the Interest tendered hereby and that the Fund will acquire good title
to the Interest, free and clear of all liens, charges, encumbrances, conditional
sales agreements or other obligations relating to this sale, and not subject to
any adverse claim, when and to the extent the Interest is purchased by the Fund.
Upon request, the undersigned will execute and deliver any additional documents
necessary to complete the sale in accordance with the terms of the Offer.
The undersigned recognizes that under certain circumstances set out in the
Offer, the Fund may not be required to purchase the Interest tendered hereby.
A promissory note (the "Note") for the value of the purchased Interest will
be held by UMB Fund Services, Inc. ("UMBFS") on behalf of the undersigned. Upon
written request by the undersigned to UMBFS, UMBFS will mail the Note to the
undersigned at the address of the undersigned as maintained in the books and
records of the Fund. The initial payment of the purchase amount for the Interest
tendered by the undersigned will be made by wire transfer of the funds to an
account designated by the undersigned in this Letter of Transmittal.
The Note will also reflect the "Post-Audit Payment" portion of the purchase
amount, if any, as described in Section 7 of the Offer. Any Post-Audit Payment
of cash due pursuant to the Note will also be made by wire transfer of the funds
to the undersigned's account as provided herein. The undersigned recognizes that
the amount of the initial payment of the purchase amount for Interests will be
based on the unaudited net asset value of the Fund as of December 31, 2008,
subject to an extension of the Offer as described in Section 8 of the Offer. The
Post-Audit Payment will be payable promptly after the completion of the Fund's
next annual audit. It is anticipated that the annual audit of the Fund's
financial statements will be completed no later than 60 days after the fiscal
year-end of the Fund.
All authority conferred or agreed to be conferred in this Letter of
Transmittal will survive the death or incapacity of the undersigned and the
obligation of the undersigned hereunder will be binding on the heirs, personal
representatives, successors and assigns of the undersigned. Except as stated in
Section 6 of the Offer, this tender is irrevocable.
PLEASE FAX OR MAIL (VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED) TO:
HATTERAS MASTER FUND, L.P., C/O UMB FUND SERVICES, INC., P.O. BOX 1623,
MILWAUKEE, WI 53201-1623, ATTENTION: TENDER OFFER ADMINISTRATOR (if by fax,
please deliver an original, executed copy promptly thereafter). FOR ADDITIONAL
INFORMATION: PHONE: (800) 504-9070 OR FAX: (816) 860-3138.
Letter of Transmittal Page 2 of 4
PART 1. NAME:
Name of Partner: ___________________________________
Account Number: ____________________________________
Telephone Number: __________________________________
PART 2. AMOUNT OF LIMITED PARTNERSHIP INTEREST BEING TENDERED:
[ ] A portion of the undersigned's limited partnership interest
expressed as a specific dollar value.
$_______________________
[ ] The undersigned's entire limited partnership interest.
PART 3. PAYMENT:
CASH PAYMENT
Cash payments will be wire transferred to the account you specify below:
_________________________________
Name of Bank
_________________________________
Address of Bank
_________________________________
ABA Number
_________________________________
Account Number
_________________________________
Name Under Which Account Is Held
PROMISSORY NOTE
The Note reflecting both the initial payment and the Post-Audit Payment
portion of the purchase amount, as applicable, will be held by UMB Fund
Services, Inc. on the undersigned's behalf. Upon a written request by
the undersigned to UMBFS, UMBFS will mail the Note to the undersigned at
the address of the undersigned as maintained in the books and records of
the Fund.
Letter of Transmittal Page 3 of 4
PART 4. SIGNATURE(S):
FOR INDIVIDUAL INVESTORS FOR OTHER INVESTORS:
AND JOINT TENANTS:
- ------------------------------------- -------------------------------------
Signature Print Name of Investor
(SIGNATURE OF OWNER(S) EXACTLY AS
APPEARED ON SUBSCRIPTION AGREEMENT)
- ------------------------------------- -------------------------------------
Print Name of Investor Signature
(SIGNATURE OF OWNER(S) EXACTLY AS
APPEARED ON SUBSCRIPTION AGREEMENT)
- ------------------------------------- -------------------------------------
Joint Tenant Signature if necessary Print Name of Signatory and Title
(SIGNATURE OF OWNER(S) EXACTLY AS
APPEARED ON SUBSCRIPTION AGREEMENT)
- ------------------------------------- -------------------------------------
Print Name of Joint Tenant Co-signatory if necessary (SIGNATURE
OF OWNER(S) EXACTLY AS APPEARED ON
SUBSCRIPTION AGREEMENT)
-------------------------------------
Print Name and Title of Co-signatory
Date:
----------------
Letter of Transmittal Page 4 of 4
TO CANCEL TENDER PREVIOUSLY SUBMITTED
ONLY COMPLETE THIS FORM IF YOU WISH TO CANCEL THE INSTRUCTIONS
YOU SUBMITTED ON YOUR LETTER OF TRANSMITTAL.