N-CSRS 1 fp0047767_ncsrs.htm

As filed with the U.S. Securities and Exchange Commission on December 9, 2019

 

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 Core Alternatives TEI Fund, L.P.
(Exact name of registrant as specified in charter)

 

8510 Colonnade Center Drive Suite 150

Raleigh, NC 27615
(Address of principal executive offices) (Zip code)

 

David B. Perkins

8510 Colonnade Center Drive Suite 150

Raleigh, NC 27615
(Name and address of agent for service)

 

919-846-2324

Registrant's telephone number, including area code

 

Date of fiscal year end: March 31

 

Date of reporting period: September 30, 2019

 

 

 

Item 1. Reports to Stockholders.

 

 

SEMI-ANNUAL REPORT

SEPTEMBER 30, 2019

 

 

Hatteras Core Alternatives Fund, L.P.

 

Hatteras Core Alternatives TEI Fund, L.P.

 

Hatteras Core Alternatives Institutional Fund, L.P.

 

Hatteras Core Alternatives TEI Institutional Fund, L.P.

 

Beginning on January 1, 2021 as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications electronically from the Fund by calling 1-800-504-9070 or by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge. You can request to continue receiving paper copies of your shareholder reports by contacting your financial intermediary or, if you invest directly with the Fund, calling 1-800-504-9070 to let the Fund know of your request. Your election to receive in paper will apply to all funds held in your account.

 

 

 

 

Hatteras Funds

 

Hatteras Core Alternatives Fund, L.P.
(a Delaware Limited Partnership)

Hatteras Core Alternatives TEI Fund, L.P.
(a Delaware Limited Partnership)

Hatteras Core Alternatives Institutional Fund, L.P.
(a Delaware Limited Partnership)

Hatteras Core Alternatives TEI Institutional Fund, L.P.
(a Delaware Limited Partnership)



Financial Statements

 

As of and for the six months ended September 30, 2019
(Unaudited)

 

 

 

Hatteras Funds

As of and for the six months ended September 30, 2019
(Unaudited)

 

Hatteras Core Alternatives Fund, L.P. (a Delaware Limited Partnership)
Hatteras Core Alternatives TEI Fund, L.P. (a Delaware Limited Partnership)
Hatteras Core Alternatives Institutional Fund, L.P. (a Delaware Limited Partnership)
Hatteras Core Alternatives TEI Institutional Fund, L.P. (a Delaware Limited Partnership)

 

Table of Contents

Statements of Assets, Liabilities and Partners’ Capital

1

Statements of Operations

2

Statements of Changes in Partners’ Capital

3

Statements of Cash Flows

4

Notes to Financial Statements

5-15

Board of Directors

16

Fund Management

17

Other Information

18

Financial Statements of Hatteras Master Fund, L.P.

19

 

 

 

 

HATTERAS FUNDS
(each a Delaware Limited Partnership)

 

Statements of Assets, Liabilities and Partners’ Capital

September 30, 2019 (Unaudited)

 

 

 

Hatteras
Core Alternatives
Fund, L.P.

   

Hatteras
Core Alternatives
TEI
Fund, L.P.*

   

Hatteras
Core Alternatives
Institutional
Fund, L.P.

   

Hatteras
Core Alternatives
TEI
Institutional
Fund, L.P.*

 

Assets

                               

Investment in Hatteras Master Fund, L.P., at fair value

  $ 57,426,370     $ 73,256,958     $ 65,539,571     $ 176,548,951  

Cash and cash equivalents

    200,369       205,000       200,370       205,000  

Receivable for withdrawal from Hatteras Master Fund, L.P.

    3,741,180       5,618,964       4,067,611       11,026,412  

Other Receivable

    369       300       293       327  

Prepaid assets

    35,755       221,392       40,141       413,656  

Total assets

  $ 61,404,043     $ 79,302,614     $ 69,847,986     $ 188,194,346  

Liabilities and partners’ capital

                               

Withdrawals payable

  $ 3,503,894     $ 5,318,871     $ 3,793,628     $ 10,316,019  

Servicing fees payable

    33,218       42,908       37,802       101,895  

Performance allocation

    237,286       304,000       273,983       723,000  

Professional fees payable

    39,496       27,384       28,438       13,561  

Printing fees payable

    5,928       5,927       5,936       5,937  

Accounting, administration and transfer agency fees payable

    30,123       47,481       23,406       55,281  

Custodian fees payable

    2,311       6,312       2,317       6,293  

Other payables

    45       99             45  

Total liabilities

    3,852,301       5,752,982       4,165,510       11,222,031  

Partners’ capital

    57,551,742       73,549,632       65,682,476       176,972,315  

Total liabilities and partners’ capital

  $ 61,404,043     $ 79,302,614     $ 69,847,986     $ 188,194,346  

Components of partners’ capital

                               

Capital contributions (net)

  $ 28,128,598     $ 41,181,503     $ 29,730,898     $ 55,075,651  

Total distributable earnings

    29,423,144       32,368,129       35,951,578       121,896,664  

Partners’ capital

  $ 57,551,742     $ 73,549,632     $ 65,682,476     $ 176,972,315  

Net asset value per unit

  $ 122.22     $ 120.41     $ 128.78     $ 126.93  

Maximum offering price per unit**

  $ 124.71     $ 122.87     $ 128.78     $ 126.93  

Number of authorized units

    7,500,000.00       7,500,000.00       7,500,000.00       7,500,000.00  

Number of outstanding units

    470,889.76       610,824.94       510,053.68       1,394,198.25  

 

*

Consolidated Statement. See note 2 in the notes to the financial statements.

**

The maximum sales load for the Hatteras Core Alternatives Fund, L.P. and the Hatteras Core Alternatives TEI Fund, L.P. is 2.00%. The remaining funds are not subject to a sales load.

 

 

See notes to financial statements and financial statements of Hatteras Master Fund, L.P.

 

1

 

 

 

HATTERAS FUNDS
(each a Delaware Limited Partnership)

 

Statements of Operations

For the six months ended September 30, 2019 (Unaudited)

 

 

 

Hatteras
Core Alternatives
Fund, L.P.

   

Hatteras
Core Alternatives
TEI
Fund, L.P.*

   

Hatteras
Core Alternatives
Institutional
Fund, L.P.

   

Hatteras
Core Alternatives
TEI
Institutional
Fund, L.P.*

 

Net investment income/(loss) allocated from Hatteras Master Fund, L.P.

                               

Investment income

  $ 408,518     $ 528,925     $ 464,829     $ 1,256,911  

Operating expenses

    (462,450 )     (598,682 )     (526,177 )     (1,421,892 )

Net investment income/(loss) allocated from Hatteras Master Fund, L.P.

    (53,932 )     (69,757 )     (61,348 )     (164,981 )

Feeder Fund investment income

                               

Interest

    1,977       2,028       1,969       1,866  

Total fund investment income

    1,977       2,028       1,969       1,866  

Feeder Fund expenses

                               

Servicing fee

    204,002       266,891       232,147       626,037  

Accounting, administration and transfer agency fees

    38,038       55,570       41,828       75,928  

Insurance fees

    17,779       22,979       19,932       53,889  

Professional fees

    30,806       11,183       39,341       22,395  

Printing fees

    6,604       6,604       6,601       6,601  

Custodian fees

    2,738       4,032       2,753       4,016  

Witholding tax

          115,871             327,060  

Other expenses

    18,143       345       16,441       346  

Total Feeder Fund expenses

    318,110       483,475       359,043       1,116,272  

Net investment income/(loss)

    (370,065 )     (551,204 )     (418,422 )     (1,279,387 )

Net realized gain/(loss) and change in unrealized appreciation/depreciation on investments allocated from Hatteras Master Fund, L.P.

                               

Net realized gain/(loss) from investments in Adviser Funds, securities and foreign exhange transactions

    4,058,070       5,254,189       4,617,490       12,488,211  

Net change in unrealized appreciation/depreciation on investments in Adviser Funds, securites and foreign exhange translations

    (4,277,081 )     (5,537,342 )     (4,866,513 )     (13,165,975 )

Net realized gain/(loss) and change in unrealized appreciation/depreciation on investments allocated from Hatteras Master Fund, L.P.

    (219,011 )     (283,153 )     (249,023 )     (677,764 )

Net increase/(decrease) in partners’ capital resulting from operations

  $ (589,076 )   $ (834,357 )   $ (667,445 )   $ (1,957,151 )

 

*

Consolidated Statement. See note 2 in the notes to the financial statements.

 

 

See notes to financial statements and financial statements of Hatteras Master Fund, L.P.

 

2

 

 

 

HATTERAS FUNDS
(each a Delaware Limited Partnership)

 

Statements of Changes in Partners’ Capital

For the year ended March 31, 2019 and the six months ended September 30, 2019 (Unaudited)

 

   

Hatteras
Core Alternatives
Fund, L.P.

   

Hatteras
Core Alternatives
TEI
Fund, L.P.*

   

Hatteras
Core Alternatives
Institutional
Fund, L.P.

   

Hatteras
Core Alternatives
TEI
Institutional
Fund, L.P.*

 

 

 

Limited
Partners

   

Limited
Partners

   

Limited
Partners

   

Limited
Partners

 

Partners’ Capital, at March 31, 2018**

  $ 74,911,498     $ 96,872,481     $ 83,811,671     $ 226,756,049  

Capital contributions

                       

Capital withdrawals

    (15,812,237 )     (20,360,630 )     (16,544,149 )     (44,980,987 )

Performance allocation

    (483,827 )     (608,724 )     (552,981 )     (1,455,562 )

Net investment income/(loss)

    (1,074,865 )     (1,559,961 )     (1,153,741 )     (3,543,120 )

Net realized gain/(loss) from investments in Adviser Funds, securities and foreign exchange transactions

    8,061,216       10,473,113       9,077,404       24,593,550  

Net change in unrealized appreciation/depreciation on investments in Adviser Funds, securites and foreign exchange translations

    (994,356 )     (1,318,157 )     (1,086,210 )     (2,965,258 )

Partners’ Capital, at March 31, 2019

  $ 64,607,429     $ 83,498,122     $ 73,551,994     $ 198,404,672  

Capital contributions

                       

Capital withdrawals

    (6,464,325 )     (9,114,133 )     (7,201,090 )     (19,475,206 )

Performance allocation

    (2,286 )           (983 )      

Net investment income/(loss)

    (370,065 )     (551,204 )     (418,422 )     (1,279,387 )

Net realized gain/(loss) from investments in Adviser Funds, securities and foreign exchange transactions

    4,058,070       5,254,189       4,617,490       12,488,211  

Net change in unrealized appreciate/depreciation on investments in Adviser Funds, securites and foreign exchange translations

    (4,277,081 )     (5,537,342 )     (4,866,513 )     (13,165,975 )

Partners’ Capital, at September 30, 2019

  $ 57,551,742     $ 73,549,632     $ 65,682,476     $ 176,972,315  

 

*

Consolidated Statement. See note 2 in the notes to the financial statements.

**

Including accumulated net investment gain/(loss) of $(12,270,588); $(17,568,088); $4,690,494; and $11,242,146, respectively.

 

 

See notes to financial statements and financial statements of Hatteras Master Fund, L.P.

 

3

 

 

 

HATTERAS FUNDS
(each a Delaware Limited Partnership)

 

Statements of Cash Flows

For the six months ended September 30, 2019 (Unaudited)

 

 

 

Hatteras
Core Alternatives
Fund, L.P.

   

Hatteras
Core Alternatives
TEI
Fund, L.P.*

   

Hatteras
Core Alternatives
Institutional
Fund, L.P.

   

Hatteras
Core Alternatives
TEI
Institutional
Fund, L.P.*

 

Cash flows from operating activities:

                               

Net increase/(decrease) in partners’ capital resulting from operations

  $ (589,076 )   $ (834,357 )   $ (667,445 )   $ (1,957,151 )

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

                               

Purchases of interests in Hatteras Master Fund, L.P.

                       

Proceeds, net of change in withdrawals receivable, from Hatteras Master Fund, L.P.

    6,795,870       9,830,812       7,558,734       21,046,613  

Net investment (income)/loss allocated from Hatteras Master Fund, L.P.

    53,932       69,757       61,348       164,981  

Net realized (gain)/loss from investments in Adviser Funds, securities and foreign exhange transactions allocated from Hatteras Master Fund, L.P.

    (4,058,070 )     (5,254,189 )     (4,617,490 )     (12,488,211 )

Net change in unrealized (appreciation)/depreciation on investments in Adviser Funds, securities and foreign exchange translations allocated from Hatteras Master Fund, L.P.

    4,277,081       5,537,342       4,866,513       13,165,975  

(Increase)/Decrease in receivable for withdrawals from Hatteras Master Fund, L.P.

    733,787       674,620       407,111       1,534,810  

(Increase)/Decrease in other receivables

    (12 )     58       62       (7 )

(Increase)/Decrease in prepaid assets

    (26,991 )     (210,123 )     (30,347 )     (386,466 )

Increase/(Decrease) in withholding tax payable

          (39,634 )           (114,800 )

Increase/(Decrease) in servicing fee payable

    (2,078 )     (2,981 )     (2,046 )     (5,847 )

Increase/(Decrease) in accounting, administration, and transfer agency fees payable

    11,313       18,602       16,598       31,900  

Increase/(Decrease) in professional fees payable

    (646 )     (8,477 )     12,193       2,161  

Increase/(Decrease) in performance allocation payable

    2,286             983        

Increase/(Decrease) in custodian fees payable

    1,468       1,542       1,474       1,537  

Increase/(Decrease) in printing fees payable

    1,858       1,857       1,866       1,867  

Increase/(Decrease) in other accrued expenses

    45       17             45  

Net cash provided by operating activities

    7,200,767       9,784,846       7,609,554       20,997,407  

Cash flows from financing activities:

                               

Capital contributions

                       

Capital withdrawals, net of change in withdrawals payable and performance allocation

    (7,200,398 )     (9,784,846 )     (7,609,184 )     (20,997,407 )

Net cash used in financing activities

    (7,200,398 )     (9,784,846 )     (7,609,184 )     (20,997,407 )

Net change in cash and cash equivalents

    369             370        

Cash and cash equivalents at beginning of year

    200,000       205,000       200,000       205,000  

Cash and cash equivalents at end of year

  $ 200,369     $ 205,000     $ 200,370     $ 205,000  

Supplemental disclosure of withholding tax paid

  $     $ 115,871     $     $ 327,060  

 

*

Consolidated Statement. See note 2 in the notes to the financial statements.

 

 

See notes to financial statements and financial statements of Hatteras Master Fund, L.P.

 

4

 

 

 

HATTERAS FUNDS
(each a Delaware Limited Partnership)

 

Notes to Financial Statements

As of and for the six months ended September 30, 2019 (Unaudited)

 

1.

ORGANIZATION

 

The Hatteras Funds, each a “Feeder Fund” and collectively the “Feeder Funds” are:

 

Hatteras Core Alternatives Fund, L.P.
Hatteras Core Alternatives TEI Fund, L.P.
Hatteras Core Alternatives Institutional Fund, L.P.
Hatteras Core Alternatives TEI Institutional Fund, L.P.

 

The Feeder Funds are organized as Delaware limited partnerships, and are registered under the Securities Act of 1933 (the “1933 Act”), as amended, and the Investment Company Act of 1940, as amended (the “1940 Act”), as closed-end, diversified, management investment companies. The primary investment objective of the Feeder Funds is to provide capital appreciation consistent with the return characteristic of the alternative investment portfolios of larger endowments. The Feeder Funds’ secondary objective is to provide capital appreciation with less volatility than that of the equity markets. To achieve their objectives, the Feeder Funds provide their investors with access to a broad range of investment strategies, asset categories and trading advisers (“Advisers”) and by providing overall asset allocation services typically available on a collective basis to larger institutions, through an investment of substantially all of their assets into the Hatteras Master Fund, L.P. (the “Master Fund” together with the Feeder Funds, the “Funds”), which is registered under the 1940 Act. Hatteras Funds, LP (the “Investment Manager” or the “General Partner”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) serves as Investment Manager to the Master Fund. Investors who acquire units of limited partnership interest in the Feeder Funds (“Units”) are the limited partners (each, a “Limited Partner” and together, the “Limited Partners”) of the Feeder Funds.

 

The Hatteras Core Alternatives TEI Fund, L.P. and the Hatteras Core Alternatives TEI Institutional Fund, L.P. each invest substantially all of their assets in the Hatteras Core Alternatives Offshore Fund, LDC and Hatteras Core Alternatives Offshore Institutional Fund, LDC, (each a “Blocker Fund” and collectively the “Blocker Funds”), respectively. The Blocker Funds are Cayman Islands limited duration companies with the same investment objective as the Feeder Funds. The Blocker Funds serve solely as intermediate entities through which the Hatteras Core Alternatives TEI Fund, L.P. and the Hatteras Core Alternatives TEI Institutional Fund, L.P. invest in the Master Fund. The Blocker Funds enable tax-exempt Limited Partners (as defined below) to invest without receiving certain income in a form that would otherwise be taxable to such tax-exempt Limited Partners regardless of their tax-exempt status. The Hatteras Core Alternatives TEI Fund, L.P. owns 100% of the participating beneficial interests of the Hatteras Core Alternatives Offshore Fund, LDC and the Hatteras Core Alternatives TEI Institutional Fund, L.P. owns 100% of the participating beneficial interests of the Hatteras Core Alternatives Offshore Institutional Fund, LDC. The Notes to Financial Statements discuss the Feeder Funds’ investment in the Master Fund for Hatteras Core Alternatives TEI Fund, L.P. and Hatteras Core Alternatives TEI Institutional Fund, L.P. assuming, and as stated previously in the paragraph, their investment in the Master Fund passes through the applicable Blocker Fund.

 

Each Feeder Fund is considered an investment company under the 1940 Act, following the accounting principles generally accepted in the United States of America (“GAAP”) and the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services — Investment Companies (“ASC 946”). The financial statements of the Master Fund, including the schedule of investments, are included elsewhere in this report and should be read with the Feeder Funds’ financial statements. The percentages of the Master Fund’s beneficial limited partnership interests owned by the Feeder Funds at September 30, 2019 are:

 

Hatteras Core Alternatives Fund, L.P.

15.41%

Hatteras Core Alternatives TEI Fund, L.P.

19.65%

Hatteras Core Alternatives Institutional Fund, L.P.

17.58%

Hatteras Core Alternatives TEI Institutional Fund, L.P.

47.36%

 

Each of the Feeder Funds has an appointed Board of Directors (collectively the “Board”), which has the rights and powers to monitor and oversee the business affairs of the Feeder Funds, including the complete and exclusive authority to oversee and establish policies regarding the management, conduct and operation of the Feeder Funds’ business.

 

 

5

 

 

 

HATTERAS FUNDS
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the six months ended September 30, 2019 (Unaudited)

 

2.

SIGNIFICANT ACCOUNTING POLICIES

 

These financial statements have been prepared in accordance with GAAP and are expressed in United States (“U.S.”) dollars. The following is a summary of significant accounting and reporting policies used in preparing the financial statements.

 

a.

Investment Valuation

 

The Feeder Funds do not make direct investments in securities or financial instruments, and invest substantially all of their assets in the Master Fund. The Feeder Funds record their investment in the Master Fund at fair value, based on each Feeder Fund’s pro rata percentage of partners’ capital of the Master Fund. Valuation of securities held by the Master Fund, including the Master Fund’s disclosure of investments under the three-tier hierarchy, is also discussed in the notes to the Master Fund’s financial statements included elsewhere in this report.

 

b.

Allocations from the Master Fund

 

The Feeder Funds record their allocated portion of income, expense, realized gains and losses and unrealized appreciation and depreciation from the Master Fund.

 

c.

Feeder Fund Level Income and Expenses

 

Interest income on any cash or cash equivalents held by the Feeder Funds is recognized on an accrual basis. Expenses that are specifically attributed to the Feeder Funds are charged to each Feeder Fund. Because the Feeder Funds bear their proportionate share of the management fee of the Master Fund, the Feeder Funds pay no direct management fee to the Investment Manager or Sub-adviser. The Feeder Funds’ specific expenses are recorded on an accrual basis.

 

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 each of the Feeder Fund’s allocated earnings is established dependent upon the tax filings of the investment vehicles operated by the Advisers (“Adviser Funds”). Accordingly, the tax basis of these allocated earnings and the related balances are not available as of the reporting date.

 

e.

Income Taxes

 

For U.S. Federal income tax purposes, the Feeder Funds are treated as partnerships, and each Limited Partner in each respective Feeder Fund is treated as the owner of its proportionate share of the partners’ capital, income, expenses, and the realized and unrealized gains/(losses) of such Feeder Fund. Accordingly, no federal, state or local income taxes have been provided on profits of the Feeder Funds since the Limited Partners are individually liable for the taxes on their share of the Feeder Funds.

 

The Feeder Funds file tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Feeder Funds are subject to examination by federal, state, local and foreign jurisdictions, where applicable. For the Feeder Funds’ tax years ended December 31, 2015 through December 31, 2018, the Feeder Funds are open to examination by major tax jurisdictions under the statute of limitations.

 

The Feeder Funds have reviewed any potential tax positions as of September 30, 2019 and have determined that they do not have a liability for any unrecognized tax benefits or expense. The Feeder Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. During the six months ended September 30, 2019, the Feeder Funds did not incur any interest or penalties.

 

The Blocker Funds may be subject to withholding of U.S. Federal income tax at the current statutory rate of their allocable share of the Master Fund’s U.S.-source dividend income and other U.S.-source fixed, determinable annual or periodic gains, profits, or income, as defined in Section 881(a) of the Internal Revenue Code of 1986, as amended. This tax treatment differs in comparison to the tax treatment of most forms of interest income.

 

6

 

 

 

HATTERAS FUNDS
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the six months ended September 30, 2019 (Unaudited)

 

2.

SIGNIFICANT ACCOUNTING POLICIES (concluded)

 

f.

Cash and Cash Equivalents

 

Cash and cash equivalents includes amounts held in interest bearing demand deposit accounts. Such cash, at times, may exceed federally insured limits. The Feeder Funds have not experienced any losses in such accounts and do not believe they are exposed to any significant credit risk on such accounts.

 

g.

Use of Estimates

 

The preparation of financial statements in conformity with GAAP 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 increases and decreases in partners’ capital from operations during the reporting period. Actual results could differ from those estimates.

 

h.

Consolidated Financial Statements

 

The asset, liability, and equity accounts of the Hatteras Core Alternatives TEI Fund, L.P. and the Hatteras Core Alternatives TEI Institutional Fund, L.P. are consolidated with their respective Blocker Funds, as presented in the Statements of Assets, Liabilities, and Partners’ Capital, Statements of Operations, Statements of Changes in Partners’ Capital, and Statements of Cash Flows. All intercompany accounts and transactions have been eliminated in consolidation.

 

3.

ALLOCATION OF LIMITED PARTNERS’ CAPITAL

 

Allocation Periods begin on the first calendar day of each month and end at the close of business on the last day of each month (“Allocation Period”). The Feeder Funds maintain a separate capital account (“Capital Account”) on their books for each Limited Partner. Net profits or net losses of the Feeder Funds for each 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 Limited Partners’ capital of the Feeder Funds, which includes; net change in unrealized appreciation or depreciation of investments, realized gain/(loss), and net investment income/(loss) during an Allocation Period.

 

Each Limited Partner’s Capital Account will have an opening balance equal to the Limited Partner’s initial purchase of the Feeder Fund (i.e., the amount of the investment less any applicable sales load of up to 2.00% of the purchased amount for purchases of Units of Hatteras Core Alternatives Fund, L.P. and Hatteras Core Alternatives TEI Fund, L.P.), and thereafter, will be (i) increased by the amount of any additional purchases by such Limited Partner; (ii) decreased for any payments upon repurchase or sale of such Limited Partner’s Units 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 the net profits or net losses of the Feeder Fund.

 

 

 

Hatteras
Core Alternatives
Fund, L.P.

   

Hatteras
Core Alternatives
TEI
Fund, L.P.

   

Hatteras
Core Alternatives
Institutional
Fund, L.P.

   

Hatteras
Core Alternatives
TEI
Institutional
Fund, L.P.

 

Ending Units, March 31, 2018

    660,633.90       865,176.41       702,023.36       1,922,285.40  

Purchases

                       

Sales

    (134,783.53 )     (175,708.69 )     (134,116.28 )     (369,163.13 )

Ending Units, March 31, 2019

    525,850.37       689,467.72       567,907.08       1,553,122.27  

Purchases

                       

Sales

    (54,960.61 )     (78,642.78 )     (57,853.40 )     (158,924.02 )

Ending Units, September 30, 2019

    470,889.76       610,824.94       510,053.68       1,394,198.25  

 

7

 

 

 

HATTERAS FUNDS
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the six months ended September 30, 2019 (Unaudited)

 

4.

RELATED PARTY TRANSACTIONS AND OTHER

 

In consideration for fund services, each Feeder Fund will pay the Investment Manager (in such capacity, the “Servicing Agent”) a fund servicing fee charged at the annual rate of 0.65% of the month-end partners’ capital of each Feeder Fund. The respective Feeder Fund servicing fees payable to the Servicing Agent will be borne by all Limited Partners of the respective Feeder Fund on a pro-rata basis before giving effect to any repurchase of interests in the Master Fund effective as of that date, and will decrease the net profits or increase the net losses of the Master Fund that are credited to its interest holders, including each Feeder Fund.

 

The General Partner is allocated a performance allocation payable annually equal to 10% of the amount by which net new profits of the limited partner interests of the Master Fund exceed the “hurdle amount,” which is calculated as of the last day of the preceding calendar year of the Master Fund at a rate equal to the yield-to-maturity of the 90-day U.S. Treasury Bill for the last business day of the preceding calendar year (the “Performance Allocation”). The Performance Allocation is calculated for each Feeder Fund at the Master Fund level. The Performance Allocation is made on a “peak to peak,” or “high watermark” basis, which means that the Performance Allocation is made only with respect to new net profits. If the Master Fund has a net loss in any period followed by a net profit, no Performance Allocation will be made with respect to such subsequent appreciation until such net loss has been recovered. A Performance Allocation of $2,286, $—, $983, and $— for the six months ended September 30, 2019, was allocated to the Hatteras Core Alternatives Fund, L.P., Hatteras Core Alternatives TEI Fund, L.P., Hatteras Core Alternatives Institutional Fund, L.P. and Hatteras Core Alternatives TEI Institutional Fund, L.P., respectively.

 

Hatteras Capital Distributors, LLC (“HCD”), an affiliate of the Investment Manager, serves as the Feeder Funds’ distributor. HCD receives a servicing fee from the Investment Manager based on the partners’ capital of the Master Fund as of the last day of the month (before giving effect to any repurchase of interests in the Master Fund).

 

U.S. Bank, N.A. (“USB”) serves as custodian of the Feeder Funds’ cash balances and provides custodial services for the Feeder Funds. U.S. Bancorp Fund Services, LLC, d/b/a U.S. Bank Global Fund Services (“Fund Services”), serves as the administrator and accounting agent to the Feeder Funds and provides certain accounting, record keeping and investor related services. The Feeder Funds pay a fee to the custodian and administrator based upon average total Limited Partners’ capital, subject to certain minimums.

 

The Investment Manager, Portfolio Advisors, LLC (“Portfolio Advisors” or the “Sub-Adviser”) and the Master Fund have entered into an investment Sub-Advisory Agreement (the “Sub-Advisory Agreement”), whereby Portfolio Advisors is compensated from the Investment Manager a portion of the management fee the Investment Manager received from the Master Fund and Performance Allocation, if any.

 

The Funds have engaged Cipperman Compliance Services (“Cipperman”) to provide compliance services including the appointment of the Funds’ Chief Compliance Officer. Effective January 1, 2019, Cipperman is paid an annual fee of $63,000 for services provided, which is allocated among the Funds and other affiliated entities.

 

At September 30, 2019, Limited Partners who are affiliated with the Investment Manager owned $1,637,280 (2.49% of partners’ capital) of Hatteras Core Alternatives Institutional Fund, L.P., and $650,253 (0.37% of partners’ capital) of Hatteras Core Alternatives TEI Institutional Fund, L.P.

 

5.

RISK FACTORS

 

An investment in the Feeder Funds 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 Adviser Fund holdings for extended periods, which may be several years. Limited Partners should refer to the Master Fund’s financial statements included in this report along with the applicable Feeder Fund’s prospectus, as supplemented and corresponding statement of additional information for a more complete list of risk factors. No guarantee or representation is made that the Feeder Funds’ investment objective will be met.

 

8

 

 

 

HATTERAS FUNDS
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the six months ended September 30, 2019 (Unaudited)

 

6.

REPURCHASE OF LIMITED PARTNERS’ UNITS

 

The Board may, from time to time and in its sole discretion, cause the Feeder Funds to repurchase Units 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 Feeder Funds should offer to repurchase Units, the Board will consider, among other things, the recommendation of the Investment Manager and Sub-Adviser. The Feeder Funds generally expect to offer to repurchase Units from Limited Partners on a quarterly basis as of March 31, June 30, September 30 and December 31 of each year. In no event will more than 20% of the Units of a Feeder Fund be repurchased per quarter. In addition, the Board approved one additional forced repurchases during the six months ended September 30, 2019 for Limited Partners with capital balances below a specified minimum of $25,000 and/or dissolving pension plans. The Feeder Funds do not intend to distribute to the Limited Partners any of the Feeder Funds’ income, but generally expect to reinvest substantially all income and gains allocable to the Limited Partners. A Limited Partner may, therefore, be allocated taxable income and gains and not receive any cash distribution. Units repurchased prior to the Limited Partner’s one year anniversary of its initial investment may be subject to a maximum 2.00% repurchase fee. There were no repurchase fees charged during the six months ended September 30, 2019.

 

7.

INDEMNIFICATION

 

In the normal course of business, the Feeder Funds enter into contracts that provide general indemnifications. The Feeder Funds’ maximum exposure under these agreements is dependent on future claims that may be made against the Feeder Funds, and therefore cannot be established; however, based on experience, the risk of loss from such claims is considered remote.

 

8.

FINANCIAL HIGHLIGHTS

 

The financial highlights are intended to help an investor understand the Feeder Funds’ financial performance. 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 each Feeder Fund.

 

The ratios and total return amounts for each Feeder Fund are calculated based on each Limited Partner’s net asset value. The Investment Manager’s interest is excluded from the calculations. An individual Limited Partner’s ratios or returns may vary from the table below based on the timing of contributions and withdrawals and Performance Allocation.

 

The ratios are calculated by dividing total dollars of income or expenses, as applicable, by the average of total monthly Limited Partners’ capital. The ratios include the Feeder Funds’ proportionate share of the Master Fund’s income and expenses.

 

Total return amounts are calculated based on the change in unit value during each accounting period.

 

The portfolio turnover rate is calculated based on the Master Fund’s investment activity, as turnover occurs at the Master Fund level and the Feeder Funds are typically invested 100% in the Master Fund.

 

9

 

 

 

HATTERAS FUNDS
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the six months ended September 30, 2019 (Unaudited)

 

8.

FINANCIAL HIGHLIGHTS (continued)

 

 

 

Hatteras
Core Alternatives
Fund, L.P.

   

Hatteras
Core Alternatives
TEI
Fund, L.P.

   

Hatteras
Core Alternatives
Institutional
Fund, L.P.

   

Hatteras
Core Alternatives
TEI
Institutional
Fund, L.P.

 

Unit Value, March 31, 2014

  $ 102.68     $ 102.08     $ 106.86     $ 105.65  

Income from investment operations:

                               

Net investment income/(loss)

    0.15       (0.01 )     2.48       2.44  

Net realized and unrealized gain/(loss) on investment transactions

    6.26       6.37       4.35       4.35  

Total from investment operations

    6.41       6.36       6.83       6.79  

Unit Value, March 31, 2015

    109.09       108.44       113.69       112.44  

Income from investment operations:

                               

Net investment income/(loss)

    0.58       0.18       4.48       4.22  

Net realized and unrealized gain/(loss) on investment transactions

    (7.89 )     (7.65 )     (11.26 )     (11.03 )

Total from investment operations

    (7.31 )     (7.47 )     (6.78 )     (6.81 )

Unit Value, March 31, 2016

    101.78       100.97       106.91       105.63  

Income from investment operations:

                               

Net investment income/(loss)

    (3.96 )     (4.29 )     0.31       0.15  

Net realized and unrealized gain/(loss) on investment transactions

    8.97       9.21       5.31       5.42  

Total from investment operations

    5.01       4.92       5.62       5.57  

Unit Value, March 31, 2017

    106.79       105.89       112.53       111.20  

Income from investment operations:

                               

Net investment income/(loss)

    (5.97 )     (6.59 )     (0.54 )     (0.71 )

Net realized and unrealized gain/(loss) on investment transactions

    12.57       12.67       7.40       7.47  

Total from investment operations

    6.60       6.08       6.86       6.76  

Unit Value, March 31, 2018

    113.39       111.97       119.39       117.96  

Income from investment operations:

                               

Net investment income/(loss)

    (6.80 )     (7.44 )     (0.45 )     (0.89 )

Net realized and unrealized gain/(loss) on investment transactions

    16.27       16.58       10.57       10.68  

Total from investment operations

    9.47       9.14       10.12       9.79  

Unit Value, March 31, 2019

    122.86       121.11       129.51       127.75  

Income from investment operations:

                               

Net investment income/(loss)

    (3.75 )     (4.47 )     (0.11 )     (0.35 )

Net realized and unrealized gain/(loss) on investment transactions

    3.11       3.77       (0.62 )     (0.47 )

Total from investment operations

    (0.64 )     (0.70 )     (0.73 )     (0.82 )

Unit Value, September 30, 2019

  $ 122.22     $ 120.41     $ 128.78     $ 126.93  

 

 

10

 

 

 

HATTERAS FUNDS
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the six months ended September 30, 2019 (Unaudited)

 

8.

FINANCIAL HIGHLIGHTS (continued)

 

   For the   For the Years Ended March 31, 
Hatteras Core Alternatives Fund, L.P.  Six Months Ended
September 30, 2019
(Unaudited)
   2019   2018   2017   2016   2015 
Total return before Performance Allocation   (0.97)%4   9.04%   6.20%   4.92%   (6.70)%   6.24%
Performance Allocation   0.00%4   (0.69)%   (0.02)%   0.00%   0.00%   0.00%
Total return after performance Allocation   (0.97)%4   8.35%   6.18%   4.92%   (6.70)%   6.24%

Net investment income (loss)1

   (1.18)%4   (1.53)%   (1.90)%   (1.44)%   2.24%   1.90%
Operating expenses, excluding Performance Allocation1,2,3   2.49%5   2.30%   2.56%   2.42%   2.44%   2.42%

Performance Allocation1

   0.00%4   0.69%   0.02%   0.00%   0.00%   0.00%

Net expenses1

   2.49%5   2.99%   2.58%   2.42%   2.44%   2.42%
Partners’ capital, end of year (000’s)  $57,552   $64,607   $74,911   $90,373   $108,291   $144,092 
Portfolio Turnover Rate (Master Fund)   7.86%4   9.62%   18.90%   6.49%   8.20%   8.78%

 

1

Ratios include allocations from the Master Fund.

2

Ratios calculated based on total expenses and average partners’ capital. If the expense ratio calculation had been performed monthly, which is the frequency for striking the Feeder Fund’s net asset value, the ratios would have been different.

3

Ratios include other operating expenses of allocated credit facility fees interest expense, from the Master Fund. For the six months ended September 30, 2019 and for the years ended March 31, 2019-2015, the ratios of credit facility fees and interest expense to average partners’ capital allocated from the Master Fund were 0.04%, 0.05%, 0.02%, 0.09%, 0.12%, and 0.10%, respectively. For the six months ended September 30, 2019 and for the years ended March 31, 2019 - 2015, the ratios of operating expenses excluding allocated credit facility fees and interest expense to average partners’ capital were 2.45%, 2.25%, 2.54%, 2.33%, 2.32%, and 2.32%, respectively.

4

Not Annualized.

5

Annualized.

 

11

 

 

 

HATTERAS FUNDS
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the six months ended September 30, 2019 (Unaudited)

 

8.

FINANCIAL HIGHLIGHTS (continued)

 

   For the   For the Years Ended March 31, 
Hatteras Core Alternatives TEI Fund, L.P.  Six Months Ended
September 30, 2019
(Unaudited)
   2019   2018   2017   2016   2015 
Total return before Performance Allocation   (1.07)%4   8.83%   6.06%   4.88%   (6.89)%   6.23%
Performance Allocation   0.00%4   (0.67)%   (0.32)%   0.00%   0.00%   0.00%
Total return after performance Allocation   (1.07)%4   8.16%   5.74%   4.88%   (6.89)%   6.23%

Net investment income (loss)1

   (1.36)%4   (1.71)%   (2.01)%   (1.50)%   2.05%   1.87%
Operating expenses, excluding Performance Allocation1,2,3   2.67%5   2.49%   2.66%   2.49%   2.63%   2.45%

Performance Allocation1

   0.00%4   0.67%   0.32%   0.00%   0.00%   0.00%

Net expenses1

   2.67%5   3.16%   2.98%   2.49%   2.63%   2.45%
Partners’ capital, end of year (000’s)  $73,550   $83,498   $96,872   $118,573   $142,886   $191,281 
Portfolio Turnover Rate (Master Fund)   7.86%4   9.62%   18.90%   6.49%   8.20%   8.78%

 

1

Ratios include allocations from the Master Fund.

2

Ratios calculated based on total expenses and average partners’ capital. If the expense ratio calculation had been performed monthly, which is the frequency for striking the Feeder Fund’s net asset value, the ratios would have been different.

3

Ratios include other operating expenses of allocated credit facility fees interest expense, from the Master Fund. For the six months ended September 30, 2019 and for the years ended March 31, 2019-2015, the ratios of credit facility fees and interest expense to average partners’ capital allocated from the Master Fund were 0.04%, 0.05%, 0.02%, 0.09%, 0.12%, and 0.09%, respectively; and the ratios of witholding tax to average partners’ capital were 0.14%, 0.19%, 0.23%, 0.16%, 0.22%, and 0.10%, respectively. For the six months ended September 30, 2019 and for the years ended March 31, 2019 - 2015, the ratios of operating expenses excluding witholding tax, allocated credit facility fees and interest expense to average partners’ capital were 2.48%, 2.25%, 2.41%, 2.24%, 2.29%, and 2.26%, respectively.

4

Not Annualized.

5

Annualized.

 

12

 

 

 

HATTERAS FUNDS
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the six months ended September 30, 2019 (Unaudited)

 

8.

FINANCIAL HIGHLIGHTS (continued)

 

   For the   For the Years Ended March 31, 
Hatteras Core Alternatives Institutional Fund, L.P.  Six Months Ended
September 30, 2019
(Unaudited)
   2019   2018   2017   2016   2015 
Total return before Performance Allocation   (0.97)%5   9.18%   6.27%   5.26%   (5.96)%   7.12%
Performance Allocation   0.00%5   (0.70)%   (0.17)%   0.00%   0.00%4   (0.73)%
Total return after performance Allocation   (0.97)%5   8.48%   6.10%   5.26%   (5.96)%   6.39%

Net investment income (loss)1

   (1.17)%5   (1.46)%   (1.83)%   (1.12)%   3.02%   1.98%
Operating expenses, excluding Performance Allocation1,2,3   2.48%6   2.24%   2.48%   2.10%   1.66%   1.62%

Performance Allocation1

   0.00%5   0.70%   0.17%   0.00%   0.00%4   0.73%

Net expenses1

   2.48%6   2.94%   2.65%   2.10%   1.66%   2.35%
Partners’ capital, end of year (000’s)  $65,682   $73,552   $83,812   $99,772   $118,364   $154,963 
Portfolio Turnover Rate (Master Fund)   7.86%5   9.62%   18.90%   6.49%   8.20%   8.78%

 

1

Ratios include allocations from the Master Fund.

2

Ratios calculated based on total expenses and average partners’ capital. If the expense ratio calculation had been performed monthly, which is the frequency for striking the Feeder Fund’s net asset value, the ratios would have been different

3

Ratios include other operating expenses of allocated credit facility fees interest expense, from the Master Fund. For the six months ended September 30, 2019 and for the years ended March 31, 2019-2015, the ratios of credit facility fees and interest expense to average partners’ capital allocated from the Master Fund were 0.04%, 0.05%, 0.02%, 0.09%, 0.12%, and 0.10%, respectively. For the six months ended September 30, 2019 and for the years ended March 31, 2019 - 2015, the ratios of operating expenses excluding allocated credit facility fees and interest expense to average partners’ capital were 2.44%, 2.19% 2.46%, 2.01%, 1.54%, and 1.52%, respectively.

4

Reversal of accrued Performance Allocation from April 1, 2015 to December 31, 2015, round to less than 0.005%.

5

Not Annualized.

6

Annualized.

 

13

 

 

 

HATTERAS FUNDS
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the six months ended September 30, 2019 (Unaudited)

 

8.

FINANCIAL HIGHLIGHTS (concluded)

 

   For the   For the Years Ended March 31, 
Hatteras Core Alternatives TEI Institutional Fund, L.P.  Six Months Ended
September 30, 2019
(Unaudited)
   2019   2018   2017   2016   2015 
Total return before Performance Allocation   (1.05)%5   8.98%   6.25%   5.28%   (6.07)%   7.16%
Performance Allocation   0.00%5   (0.68)%   (0.17)%   0.00%   0.01%4   (0.73)%
Total return after performance Allocation   (1.05)%5   8.30%   6.08%   5.28%   (6.06)%   6.43%

Net investment income (loss)1

   (1.33)%5   (1.66)%   (1.86)%   (1.11)%   2.92%   2.01%
Operating expenses, excluding Performance Allocation1,2,3   2.64%6   2.43%   2.51%   2.09%   1.76%   1.59%

Performance Allocation1

   0.00%5   0.68%   0.17%   0.00%   (0.01)%   0.73%

Net expenses1

   2.64%6   3.11%   2.68%   2.09%   1.75%   2.32%
Partners’ capital, end of year (000’s)  $176,972   $198,405   $226,756   $270,556   $318,297   $414,060 
Portfolio Turnover Rate (Master Fund)   7.86%5   9.62%   18.90%   6.49%   8.20%   8.78%

 

1

Ratios include allocations from the Master Fund.

2

Ratios calculated based on total expenses and average partners’ capital. If the expense ratio calculation had been performed monthly, which is the frequency for striking the Feeder Fund’s net asset value, the ratios would have been different

3

Ratios include other operating expenses of allocated credit facility fees interest expense, from the Master Fund. For the six months ended September 30, 2019 and for the years ended March 31, 2019-2015, the ratios of credit facility fees and interest expense to average partners’ capital allocated from the Master Fund were 0.04%, 0.05%, 0.02%, 0.09%, 0.12%, and 0.10%, respectively; and the ratios of witholding tax to average partners’ capital were 0.17%, 0.25%, 0.22%, 0.14%, 0.20%, and 0.09%, respectively. For the six months ended September 30, 2019 and for the years ended March 31, 2019 - 2015, the ratios of operating expenses excluding witholding tax, allocated credit facility fees and interest expense to average partners’ capital were 2.43%, 2.13% 2.27%, 1.84%, 1.44%, and 1.40%, respectively.

4

Reversal of accrued Performance Allocation from April 1, 2015 to December 31, 2015.

5

Not Annualized.

6

Annualized.

 

14

 

 

 

HATTERAS FUNDS
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Concluded)

As of and for the six months ended September 30, 2019 (Unaudited)

 

9. RECENT ACCOUNTING PRONOUNCEMENTS

 

In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An entity is permitted to early adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of the additional disclosures, which are required for public companies only, until their effective date. Management has chosen not to early adopt the removed or modified disclosures, and delay adoption of the additional disclosures for the six months ended September 30, 2019.

 

10.

SUBSEQUENT EVENTS

 

Management has evaluated the events and transactions through the date the financial statements were issued and determined there were no subsequent events that required adjustment to our disclosure in the financial statements except for the following:

 

The Investment Manager recommended to the Boards that a tender offer in an amount of up to approximately 5.00% of partners’ capital of each of the Feeder Funds be made for the quarter ending December 31, 2019 to those Limited Partners who elect to tender their Units prior to the expiration of the tender offer period. The Boards approved such recommendation and Limited Partners in the Feeder Funds were notified of the tender offer’s expiration date on September 26, 2019, and submitted the following tender requests from October 1, 2019 through the date of expiration of the tender offer:

 

Hatteras Core Alternatives Fund, L.P.

  $ 13,334,259  

Hatteras Core Alternatives TEI Fund, L.P.

  $ 28,903,661  

Hatteras Core Alternatives Institutional Fund, L.P.

  $ 38,120,914  

Hatteras Core Alternatives TEI Institutional Fund, L.P.

  $ 113,541,249  

 

15

 

 

 

HATTERAS FUNDS
(each a Delaware Limited Partnership)

 

Board of Directors

(Unaudited)

 

The identity of the Board members (each a “Director”) and brief biographical information, is set forth below. The business address of each Director is care of Hatteras Funds, 8510 Colonnade Center Drive, Suite 150, Raleigh, NC 27615. The term of office of each Director is from the time of such Director’s election and qualification until his or her successor shall have been elected and shall have qualified, or until he or she is removed, resigns or is subject to various disabling events such as death or incapacity. A Director may resign upon 90 days’ prior written notice to the Board and may be removed either by a vote of a majority of the Board not subject to the removal vote or of Limited Partners holding not less than two-thirds of the total number of votes eligible to be cast by all of the Limited Partners. The Feeder Funds’ Statements of Additional Information include information about the Directors and may be obtained without charge by calling 1-888-363-2324.

 

Name &
Date of Birth

Position(s) Held
with the Feeder
Funds

Length of
Time Served

Principal Occupation(s)
During Past 5 Years
and Other
Directorships
Held by Director

Number of
Portfolios in Fund
Complex1 Overseen
by Director

INTERESTED DIRECTOR

     

David B. Perkins2
July 18, 1962

President and Chairman of the Board of Directors

Since Inception

President and Trustee, each fund in the Fund Complex (2004 to Present); Chief Executive Officer of Hatteras Funds, LP (2014 to Present); Co-Founder of Hatteras Investment Partners LLC and its affiliated entities (“Hatteras Funds”) in 2003.

6

INDEPENDENT DIRECTORS

 

 

 

H. Alexander Holmes
May 4, 1942

Director; Audit Committee Member

Since Inception

Founder, Holmes Advisory Services, LLC, a financial consultation firm (1993 to Present).

6

Steve E. Moss, CPA
February 18, 1953

Director; Audit Committee Member

Since Inception

Principal, Holden, Moss, Knott, Clark & Copley, PA, accountants and business consultants (1996 to Present).

6

Gregory S. Sellers
May 5, 1959

Director; Audit Committee Member

Since Inception

Chief Financial Officer, Chief Operating Officer, Spectrum Consultants, Inc., a sales marketing firm in the prior housing industry (2015 to present); Chief Financial Officer, Imagemark Business Services, Inc., a provider of marketing and print communications solutions (2009 to 2015).

6

Thomas Mann
February 1, 1950

Director; Audit Committee Member

Since 2013

Private Investor (2012 to Present).

6

 

1

The “Fund Complex” consists of, as of September 30, 2019, the Feeder Funds, the Master Fund, and Hatteras VC Co-Investment Fund II, LLC.

2

Deemed to be an “interested” Director of the Feeder Funds because of his affiliations with Hatteras Funds.

 

16

 

 

 

HATTERAS FUNDS
(each a Delaware Limited Partnership)

 

Fund Management

(Unaudited)

 

Set forth below is the name, date of birth, position with each Feeder 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 Feeder Funds. The business address of each officer is care of Hatteras Funds, 8510 Colonnade Center Drive, Suite 150, Raleigh, NC 27615.

 

Name &
Date of Birth

Position(s) Held
with the Feeder
Funds

Length of
Time
Served

Principal Occupation(s)
During Past 5 Years
and Other
Directorships
Held by Officer

Number of
Portfolios in Fund
Complex1 Overseen
by Officer

OFFICERS

     

Andrew P. Chica
September 7, 1975

Chief Compliance Officer

Since 2008

Compliance Director, Cipperman Compliance Services (from 2019 to present); Chief Compliance Officer, Hatteras Funds, LP (from 2014 to 2019); Chief Compliance Officer, Hatteras Investment Partners and Hatteras Capital Investment Management (from 2007 to 2014), Chief Compliance Officer, Hatteras Alternative Mutual Funds, LLC (from 2009 to 2014).

N/A

Allison Zollicoffer2
March 24, 1956

Treasurer

Since 2019

Chief Financial Officer, Hatteras Funds, LP (2018 to present); self-employed as Fractional CFO/Financial Consultant with companies in wholesale distribution, real estate, specialty apparel and light manufacturing (since 2012).

N/A

 

1

The “Fund Complex” consists of, as of September 30, 2019, the Feeder Funds, the Master Fund, and Hatteras VC Co-Investment Fund II, LLC.

2

Effective May 1, 2019, Nicole Shortridge-Lis resigned as Treasurer and effective May 1, 2019, Allison Zollicoffer was appointed Treasurer.

 

17

 

 

 

HATTERAS FUNDS
(each a Delaware Limited Partnership)

 

Other Information

(Unaudited)

 

PROXY VOTING

 

For free information regarding how the Master Fund voted proxies during the period ended June 30, 2019 or to obtain a free copy of the Master 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 Feeder Funds file their complete schedule of portfolio holdings, which includes securities held by the Master Fund, with the SEC for the first and third quarters of each fiscal year on Form N-Q (or as an exhibit to its reports on Form N-Q’s successor, Form N-PORT). The Feeder Funds’ Form N-Q is available, without charge and upon request, on the SEC’s website at http://www.sec.gov.

 

18

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

 

Financial Statements

As of and for the six months ended September 30, 2019
(Unaudited)

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

As of and for the six months ended September 30, 2019
(Unaudited)

 

Table of Contents

Schedule of Investments

1-5

Statement of Assets, Liabilities and Partners’ Capital

6

Statement of Operations

7

Statements of Changes in Partners’ Capital

8

Statement of Cash Flows

9

Notes to Financial Statements

10-19

Board of Directors

20

Fund Management

21

Other Information

22-23

 

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Schedule of Investments

September 30, 2019 (Unaudited)

 

INVESTMENT OBJECTIVE AS A PERCENTAGE OF TOTAL PARTNERS’ CAPITAL

 

Percentages are as follows:

 

 

Investment in Adviser Funds and Securities

 

 

   

Cost

   

Fair Value

 

Event Driven — (8.52%)

                       

Eton Park Fund, L.P a,b,c

          $ 150,653     $ 23,997  

Harbinger Capital Partners Fund I, L.P.a,b,c,d

            11,188,445       663,278  

Harbinger Credit Distressed Blue Line Fund, L.P.a,b,c,e

            12,326,927       1,401,871  

King Street Capital, L.P. a,b,c,e

            10,000,000       9,890,033  

Marathon Special Opportunities Fund, L.P.a,b,c

            352,526       190,413  

OZ Asia, Domestic Partners, L.P. a,b,c,d

            248,965       75,748  

Perry Partners, L.P a,b,c

            3,859       8,119  

Senator Global Opportunity Fund a,b,c,e

            8,000,000       8,409,911  

Third Point Partners Qualified, L.P. a,b,e

            10,611,091       11,097,852  

Total Event Driven

            52,882,466       31,761,222  
                         

Long Short Equity — (2.02%)

                       

Camcap Resources, L.P.a,b,c

            487,559       24,468  

PIPE Equity Partners a,b,c

            7,862,378       357,278  

PIPE Select Fund, LLC a,b,c

            3,218,604       2,214,195  

The Raptor Private Holdings, L.P.a,b,c

            155,648       71,562  

Tybourne Equity (U.S.) Fund, Class Aa,b,d,e

            1,638,496       3,506,575  

Valiant Capital Partners, L.P.a,b,c,e

            412,417       1,363,973  

Total Long Short Equity

            13,775,102       7,538,051  
                         

Macro — (4.13%)

                       

Aspect US Fund LLC - Diversified Class a,b

            5,939,110       6,556,219  

Graham Absolute Return Trading Ltd. a,b,e

            8,679,119       8,617,192  

Touradji Private Equity Onshore Fund, LTD.a,b,c,d

            1,773,870       197,959  

Total Macro

            16,392,099       15,371,370  

 

See notes to financial statements.

 

1

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Schedule of Investments (Continued)

September 30, 2019 (Unaudited)

 

Relative Value — (5.74%)

 

 

   

Cost

   

Fair Value

 

BDCM Partners I, L.P.a,b,c

          $ 6,648,620     $ 10,218,318  

D.E. Shaw Composite Fund, LLC a,b,c

            145,135       367,533  

Drawbridge Special Opportunities Fund, L.P.a,b,c

            172,653       226,559  

Fortress VRF Advisors I, LLCa,b,c

            67,803       97,814  

HBK Multi-Strategy Fund, L.P a,b,c

            9,834,932       10,415,533  

Prospect Harbor Credit Partners, L.P. a,b,c

            13,705       40,561  

Stark Investments, L.P. a,b,c

            50,084       17,360  

Stark Select Asset Fund, LLC a,b,c

            19,907       21,804  

Total Relative Value

            16,952,839       21,405,482  
                         

Private Investments — (76.23%)

                       

Investments in Adviser Funds

                       

ABRY Advanced Securities Fund III, L.P.a,b,d

            1,580,805       1,949,628  

ABRY Advanced Securities Fund, L.P.a,b,d

            256,690       117,381  

ABRY Partners VI, L.P.a,b

            1,447,267       153,552  

ABRY Partners VII, L.P.a,b

            1,816,101       1,410,859  

ABRY Partners VIII, L.P.b,d

            2,379,905       2,804,755  

Accel-KKR Capital Partners III, L.P.a,b

                  336,796  

Accel-KKR Capital Partners IV, L.P.b

            1,621,545       2,760,175  

ACM Opportunities Fund, L.P. (Class E) a,b

            211,909       29,784  

Angeles Equity Partners I, L.P.b

            782,496       589,544  

Arclight Energy Partners Fund IV, L.P.b

            917,505       21,843  

Arclight Energy Partners Fund V, L.P.a,b

            2,904,135       1,890,020  

Ascendent Capital Partners I, L.P.b,d

            1,368,833       1,812,009  

BDCM Opportunity Fund II, L.P.b

            2,022,505       4,831,272  

Benson Elliot Real Estate Partners II, L.P.a,b,g

            3,448,324       776,548  

Cadent Energy Partners II, L.P.b

            4,767,971       7,689,490  

Canaan Natural Gas Fund X, L.P.a,b

            6,152,301       672,687  

CDH Fund IV, L.P.b,d

            1,203,254       2,285,006  

China Special Opportunities Fund III, L.P.b,d

            4,419,493       7,227,748  

Claremont Creek Ventures II, L.P.a,b

            2,946,392       2,166,431  

Claremont Creek Ventures, L.P.a,b

            1,476,005       10,475  

Colony Investors VII, L.P.a,b

            2,366,355       185,800  

Colony Investors VIII, L.P.b

            6,143,940       161,600  

Crosslink Crossover Fund V, L.P.a,b,c

            270,597       855,863  

Crosslink Crossover Fund VI, L.P.a,b,c

            2,446,286       4,622,027  

CX Partners Fund LTD, b,d

            2,800,268       4,338,280  

Dace Ventures I, L.P.a,b

            2,254,274       973,603  

Darwin Private Equity I, L.P.b,g

            4,664,569       658,250  

ECP IHS (Mauritius) Limited a,b,f

            7,413,981       11,388,395  

EMG AE Permian Co-Investment, L.P.a,b

            3,000,000       183,085  

EMG Ascent 2016, L.P.a,b

            4,203,815       7,388,962  

EMG Ascent Secondary Fund, L.P.a,b

            116,829       244,919  

EMG Investment, LLCa,b,c

                  565,875  

 

 

See notes to financial statements.

 

2

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Schedule of Investments (Continued)

September 30, 2019 (Unaudited)

 

Private Investments — (76.23%) (continued)

 

 

   

Cost

   

Fair Value

 

EnerVest Energy Institutional Fund X-A, L.P.a,b

          $ 2,155,938     $ 15,995  

EnerVest Energy Institutional Fund XI-A, L.P.a,b

            6,145,827       78,750  

Fairhaven Capital Partners, L.P.a,b

            4,700,619       2,507,510  

Florida Real Estate Value Fund, L.P.b

                  736,105  

Forum European Realty Income III, L.P.b,d

            2,284,625       491,672  

Garrison Opportunity Fund MM II A, LLCa,b

                  1,188,950  

Garrison Opportunity Fund, LLCa,b

                  270,603  

Gavea Investment Fund II, L.P. a,b,c,d

            7,831       22,304  

Gavea Investment Fund III, L.P. a,b,c,d

                  130,501  

Glade Brook Private Investors II L.P. a,b

            4,282,378       3,219,843  

Glade Brook Private Investors III LLC a,b

            3,123,200       2,726,045  

Glade Brook Private Investors X LLC a,b

            659,686       944,458  

Glade Brook Private Opportunities Fund, LLC a,b

            2,060,416       2,858,391  

Great Point Partners I, L.P.a,b

            1,022,288       417,401  

Greenfield Acquisition Partners V,L.P.b

            2,331,807       76,076  

GTIS Brazil Real Estate Fund, L.P. b

            6,529,779       6,384,841  

Halifax Capital Partners II, L.P. a,b

                  (298 )

Halifax Capital Partners III, L.P.a,b

            3,586,301       2,236,376  

Hancock Park Capital III, L.P.a,b

            808,899       187,024  

Intervale Capital Fund, L.P.a,b

            2,399,482       3,307,657  

J.C. Flowers II, L.P.b,d

                  1,832,246  

J.C. Flowers III, L.P.b,d

            4,768,932       2,601,154  

L C Fund V, L.P.b,d

            3,038,863       4,414,481  

Light house Capital Partners VI, L.P.a,b

            254,068       156,297  

Light Street Argon, L.P.a,b

            1,294,333       2,106,135  

Light Street SPVH, L.P.a,b

            2,000,000       2,595,952  

Lyfe Capital Fund, L.P.a,b,d

            2,491,121       4,530,681  

Merit Energy PartnersF-II, L.P.a,b

            1,112,343       335,440  

Mid Europa Fund III, L.P.b,h

            3,679,787       1,075,248  

Monomoy Capital Partners III, L.P.a,b

            685,999       577,161  

Natural Gas Partners IX, L.P.b

            599,659       253,749  

New Horizon Capital III, L.P.b,d

            1,361,916       2,383,933  

NGP Energy Technology Partners II, L.P. b

            4,073,911       2,709,836  

NGP Midstream & Resources Follow-On Fund, L.P. b

            649,307       890,849  

NGP Midstream & Resources, L.P.b

            2,752,471       775,461  

Northstar Equity Partners III Limited b,d

            3,290,881       3,102,620  

OCM Mezzanine Fund II, L.P.a,b

            382,661       201,670  

Octave Japan Infrastructure Fund 1a,b,i

            1,304,398       1,259,092  

ORBIS Real Estate Fund I, L.P. a,b,f

            2,302,313        

Orchid Asia IV, L.P.b,d

            2,779,246       11,388,663  

Parmenter Realty Fund IV, L.P.b

            772,156       4,047  

Patron Capital III, L.P.a,b,g

            3,833,793       299,487  

Phoenix Asia Real Estate Investments L.P.a,b,d

            2,591,976       2,493,023  

Pine Brook Capital Partners, L.P.b

            4,967,690       1,311,430  

 

 

See notes to financial statements.

 

3

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Schedule of Investments (Continued)

September 30, 2019 (Unaudited)

 

Private Investments — (76.23%) (continued)

 

 

   

Cost

   

Fair Value

 

Private Equity Investment Fund IV, L.P. a,b

          $ 1,357,155     $ 159,171  

Private Equity Investment Fund V, L.P a,b

            12,442,343       6,827,645  

Rockwood Capital Real Estate Partners Fund VII, L.P. b

            3,255,755       761,447  

Roundtable Healthcare Partners II, L.P. a,b

                  379  

Roundtable Healthcare Partners III, L.P. a,b

            4,624,333       6,687,557  

Saints Capital VI, L.P.b

            5,499,619       1,471,769  

Sanderling Venture Partners VI Co-Investment L.P. a,b

            525,136       581,137  

Sanderling Venture Partners VI, L.P. a,b

            735,999       959,043  

SBC U.S. Fund II, L.P.a,b

            2,756,106       2,712,751  

Sentient Global Resources Fund III, L.P. b,d

            11,966,779       4,575,475  

Sentient Global Resources Fund IV, L.P. a,b

            5,527,480       2,512,145  

Singerman Real Estate Opportunity Fund, L.P. b

            978,009       944,220  

Sovereign Capital L.P. III b,g

                  1,702,430  

Square Mile Partners III, L.P.a,b

            1,791,262       64,090  

Sterling Capital Partners Venture Fund II, L.P. a,b

            1,406,690       210,055  

Sterling Group Partners III, L.P. a,b

            3,796,215       1,671,277  

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

            1,836,663       639,197  

Sweetwater Secondaries Fund II LP

            25,000,000       34,852,001  

TDR Capital AS 2013 L.P. a,b,g

            6,184,080       26,744  

Tenaya Capital V, L.P.a,b

            2,362,144       1,827,645  

The Column Group, L.P. a,b

            4,213,575       4,356,061  

The Energy & Minerals Group Fund II L.P. b

            3,950,289       4,857,586  

The Energy & Minerals Group Fund III L.P. b

            2,918,996       2,306,914  

The Energy & Minerals Group Fund IV L.P. b

            1,683,870       2,323,855  

The Founders Fund III,L.P.a,b

            4,277,667       17,494,038  

The Founders Fund IV, L.P.a,b

            1,811,920       10,188,540  

The Founders Fund VI, L.P.a,b

            790,000       897,467  

Tiger Global Investments Partners VI, L.P.a,b,d

            2,684,900       3,602,957  

Tiger Global Investments Partners VII, L.P.b,d

            1,525,429       2,905,127  

Tiger Global PIP X, L.P. a,b,d

            2,005,944       3,646,883  

TPF II, L.P. a,b

            1,814,310       201,322  

Trivest Fund IV, L.P.a,b

            900,258       154,062  

Trivest Fund V, L.P.a,b

            2,194,786       2,611,209  

Trivest Growth Investment Fund, L.P.a,b

            1,309,372       1,575,970  

Urban Oil and Gas Partners A-1, L.P.a,b

            6,874,263       2,100,000  

Urban Oil and Gas Partners B-1, L.P.b

            2,539,057       2,457,715  

VCFA Private Equity Partners IV, L.P.b

            1,055,398       132,012  

VCFA Venture Partners V, L.P.a,b

            2,946,928       979,069  

Voyager Capital Fund III, L.P. a,b

            1,806,922       2,235,586  

WCP Real Estate Fund I, L.P. a,b

            742,933       91,547  

Westview Capital Partners II, L.P.a,b

            1,806,579       1,549,724  

Zero2IPO China Fund II, L.P. a,b,d

            3,141,570       2,116,713  

Total Investments in Adviser Funds

            315,531,984       284,172,056  

 

 

See notes to financial statements.

 

4

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Schedule of Investments (Concluded)

September 30, 2019 (Unaudited)

 

Investments in Private Companies

 

Shares

   

Cost

   

Fair Value

 

Illumitex, Inc., Common Stocka,b,j

    1,499,369     $ 1,499,369     $  

Total Investments in Private Companies

            1,499,369        

Total Private Investments

            317,031,353       284,172,056  
                         

Investment in Mutual Funds — (1.88%)

                       

Goldman Sachs ABS Ret TR-I

            7,000,000       7,014,300  

Total Investment in Mutual Funds (Cost $7,000,000)

            7,000,000       7,014,300  

Total Investments in Adviser Funds and Securities (cost $424,033,859)

                    367,262,481  
                         

Total Investments (cost $424,032,507) (98.52%)

                    367,262,481  

Assets in excess of other liabilities (1.48)%

                    5,509,369  

Partners’ capital — (100.00%)

                  $ 372,771,850  

 

a

Non-income producing.

b

Adviser Funds and securities that are issued in private placement transactions may have limited resale or redemptions terms.

c

The Adviser Fund has imposed gates on or has limited redemptions. The total cost and fair value of these investments as of September 30, 2019 was $75,859,404 and $52,494,857, respectively.

d

Domiciled in Cayman Islands.

e

Securities held in custody by U.S Bank N.A., as collateral for a credit facility. The total cost and fair value of these investments as of September 30, 2019 was $51,668,050 and $44,287,407, respectively.

f

Domiciled in Mauritius.

g

Domiciled in United Kingdom.

h

Domiciled in Guernsey.

i

Domiciled in Japan.

j

Security value determined using significat unobservable inputs.

 

See notes to financial statements.

 

5

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Statement of Assets, Liabilities and Partners’ Capital

September 30, 2019 (Unaudited)

 

Assets

       

Investments in Adviser Funds and securites, at fair value (cost $424,033,859)

  $ 367,262,481  

Cash and cash equivalents

    24,357,235  

Receivable from redemption of Adviser Funds

    6,189,595  

Dividends and interest receivable

    35,545  

Prepaid assets

    65  

Total assets

  $ 397,844,921  

Liabilities and partners’ capital

       

Withdrawals payable

  $ 24,454,167  

Management fee payable

    331,298  

Professional fees payable

    158,282  

Accounting, administration and transfer agency fees payable

    59,475  

Compliance consulting fees

    5,793  

Risk management fees payable

    22,520  

Printing fees payable

    9,614  

Line of credit fees payable

    10,000  

Custodian fees payable

    7,243  

Other accrued expenses

    14,679  

Total liabilities

    25,073,071  

Partners’ capital

    372,771,850  

Total liabilities and partners’ capital

  $ 397,844,921  
         

Components of Partners’ capital (See Note 10)

       

Capital contributions (net)

  $ 28,189,026  

Total distributable earnings

    344,582,824  

Partners’ capital

  $ 372,771,850  

 

 

See notes to financial statements.

 

6

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Statement of Operations

For the six months ended September 30, 2019 (Unaudited)

 

Investment income

       

Distributions from Adviser Funds (Includes Tax Withholdings of $515,988)

  $ 2,199,457  

Interest

    459,726  

Total investment income

    2,659,183  

Operating expenses

       

Management fee

    2,039,578  

Accounting, administration and transfer agency fees

    179,473  

Risk management expense

    146,667  

Directors expense

    198,554  

Line of credit fees

    122,000  

Professional fees

    241,658  

Compliance consulting fees

    29,956  

Printing expense

    17,432  

Custodian fees

    9,784  

Interest expense

    38,629  

Other expenses

    (14,530 )

Total operating expenses

    3,009,201  

Net investment income/(loss)

    (350,018 )

Net realized gain/(loss) and change in unrealized appreciation/depreciation on investments in Adviser Funds, Exchange Traded Funds, Mutual Funds and foreign exchange transactions

       

Net realized gain/(loss) from investments in Adviser Funds, securities and foreign exchange transactions

    26,417,960  

Net change in unrealized appreciation/depreciation on investments in Adviser Funds, securites and foreign exchange translations

    (27,846,911 )

Net realized gain/(loss) and change in unrealized appreciation/depreciation on investments in Adviser Funds, Exchange Traded Funds, Mutual Funds and foreign exchange transactions

    (1,428,951 )

Net increase/(decrease) in partners’ capital resulting from operations

  $ (1,778,969 )

 

 

See notes to financial statements.

 

7

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Statements of Changes in Partners’ Capital

For the year ended March 31, 2019 and the six months ended September 30, 2019 (Unaudited)

 

 

 

General
Partners’
Capital

   

Limited
Partners’
Capital

   

Total Partners’
Capital

 

Partners’ capital, at March 31, 2018*

  $     $ 482,267,671     $ 482,267,671  

Capital contributions

                 

Capital withdrawals

    (3,101,094 )     (102,352,959 )     (105,454,053 )

Net investment income/(loss)

          (2,868,801 )     (2,868,801 )

Net realized gain/(loss) from investments in Adviser Funds, Exchange Traded Funds, Mutual Funds and foreign exchange transactions

          52,205,283       52,205,283  

Net change in unrealized appreciation/(depreciation) on investments in Adviser Funds, Exchange Traded Funds, Mutual Funds and foreign exchange transactions

          (6,363,981 )     (6,363,981 )

Performance Allocation

    3,101,094       (3,101,094 )      

Partners’ capital, at March 31, 2019

  $     $ 419,786,119     $ 419,786,119  

Capital contributions

                 

Capital withdrawals

    (3,269 )     (45,232,031 )     (45,235,300 )

Net investment income/(loss)

          (350,018 )     (350,018 )

Net realized gain/(loss) from investments in Adviser Funds, Exchange Traded Funds, Mutual Funds and foreign exchange transactions

          26,417,960       26,417,960  

Net change in unrealized appreciation/(depreciation) on investments in Adviser Funds, Exchange Traded Funds, Mutual Funds and foreign exchange transactions

          (27,846,911 )     (27,846,911 )

Performance Allocation

    3,269       (3,269 )      

Partners’ capital, at September 30, 2019

  $     $ 372,771,850     $ 372,771,850  

 

*

Including accumulated net investment income of $72,944,873.

 

See notes to financial statements.

 

8

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Statement of Cash Flows

For the six months ended September 30, 2019 (Unaudited)

 

Cash flows from operating activities:

       

Net increase / (decrease) in partners’ capital resulting from operations

  $ (1,778,969 )

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

       

Purchases of Adviser Funds and securities

    (31,370,594 )

Proceeds from redemptions, sales, or other dispositions of Adviser Funds and securities, net of change in related receivables

    87,411,459  

Net realized (gain) / loss from investments in Adviser Funds, securities and foreign exchange transactions

    (26,417,960 )

Net change in unrealized appreciation / depreciation on investments in Adviser Funds, securities and foreign exchange translations

    27,846,911  

Net (purchases) / sales of short-term investments

     

(Increase) / Decrease in dividends and interest receivable

    (10,267 )

(Increase) / Decrease in prepaid assets

    469  

Increase / (Decrease) in management fee payable

    (20,536 )

Increase / (Decrease) in professional fees payable

    48,616  

Increase / (Decrease) in risk management fees payable

    2,520  

Increase / (Decrease) in accounting, administration, and transfer agency fees payable

    (29,978 )

Increase / (Decrease) in compliance consulting fees payable

    (574 )

Increase / (Decrease) in line of credit fees payable

    (1,333 )

Increase / (Decrease) in printing fees payable

    382  

Increase / (Decrease) in custodian fees payable

    5,686  

Increase / (Decrease) in other accrued expenses

    14,679  

Net cash provided by operating activities

    55,700,511  

Cash flows from financing activities:

       

Capital contributions

     

Capital withdrawals, net of change in withdrawals payable and performance allocation

    (48,585,627 )

Line of credit borrowings

    7,400,000  

Line of credit repayments

    (7,400,000 )

Net cash used in financing activities

    (48,585,627 )

Net change in cash and cash equivalents

    7,114,884  

Cash and cash equivalents at beginning of period

    17,242,351  

Cash and cash equivalents at end of period

  $ 24,357,235  

Supplemental disclosure of interest expense paid

  $ 38,629  

Supplemental disclosure line of credit fees paid

  $ 123,333  

 

 

See notes to financial statements.

 

9

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Notes to Financial Statements

As of and for the six months ended September 30, 2019 (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 and commenced operations on January 1, 2005. The Master Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, diversified management investment company. The Master Fund is managed by Hatteras Funds, LP (the “Investment Manager” or the “General Partner”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The primary objective of the Master Fund is to provide capital appreciation consistent with the return characteristic of the alternative investment portfolios of larger endowments. The Master Fund’s secondary objective is to provide capital appreciation with less volatility than that of the equity markets. To achieve its objectives, the Master Fund provides its limited partners (each, a “Limited Partner” and together, the “Limited Partners”) with access to a broad range of investment strategies, asset categories, and trading advisers (“Advisers”) and by providing overall asset allocation services typically available on a collective basis to larger institutions. The Master Fund invests with each Adviser by becoming a participant in an investment vehicle operated by such Adviser (each an “Adviser Fund”, collectively, the “Adviser Funds”) which includes exchange traded funds (“ETFs”), hedge funds, and investment funds.

 

The Master Fund is considered an investment company under the 1940 Act, following the accounting principles generally accepted the United States of America (“GAAP”) and the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services — Investment Companies (“ASC 946”).

 

The Master Fund has an appointed Board of Directors (the “Board”), which has the 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.

 

2.

SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting and reporting policies used in preparing the financial statements.

 

a.

Basis of Accounting

 

The Master Fund’s accounting and reporting policies conform with GAAP.

 

b.

Cash and Cash Equivalents

 

Cash and cash equivalents includes amounts held 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 accounts.

 

c.

Valuation of Investments

 

The Master Fund’s valuation procedures have been approved by the Board. The valuation procedures are implemented by the Master Fund’s Investment Manager and Sub-Adviser and the third party administrator, which report to the Board. For third-party information, the Master Fund’s administrator monitors and reviews the methodologies of the various pricing services employed by the Master Fund.

 

Investments held by the Master Fund include:

 

 

Investments in Adviser Funds — The Master Fund values interests in the Adviser Funds at fair value, using the net asset value (“NAV”) or pro rata interest in the members’ capital of the Adviser Funds as a practical expedient, as provided by the investment managers of such Adviser Funds. These Adviser Funds value their underlying investments in accordance with policies established by such Adviser Funds, which ordinarily will be the value determined by their respective investment managers. Investments in Adviser Funds are subject to the terms of the Adviser Funds’ offering documents. Valuations of the Adviser Funds may be subject to estimates and are net of management and performance incentive fees or allocations payable to the Adviser Funds’ investment managers as required by the Adviser Funds’ offering documents. If the Investment Manager and Sub-Adviser determine that the most recent value reported by any Adviser Fund does not represent fair value or if any Adviser Fund fails to report

 

10

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the six months ended September 30, 2019 (Unaudited)

 

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

 

c.

Valuation of Investments (continued)

 

a value to the Master Fund, a fair value determination is made under the Master Fund’s valuation procedures under the general supervision of the Board. While these valuations are intended to estimate the value the Master Fund might reasonably expect to receive upon the current sale of the Adviser Funds in the ordinary course of business, such values may differ from the value that the Master Fund would actually realize if the Adviser Funds were sold.

 

The interests of some Adviser Funds, primarily investments in private equity funds, may be valued based on the best information available at the time the Master Fund’s partners’ capital is calculated. The Investment Manager and Sub-Adviser have established procedures for reviewing the effect on the Master Fund’s partners’ capital due to the timing of the reported value of interests received for certain Adviser Funds. The Master Fund is not able to obtain complete investment holding details of each of the Adviser Funds held within the Master Fund’s portfolio in order to determine whether the Master Fund’s proportional share of any investments held by the Adviser Funds exceed 5% of the partners’ capital of the Master Fund as of September 30, 2019.

 

 

Investments in Securities — Securities traded on one or more of the United States (“U.S.”) national securities exchanges or the OTC Bulletin Board will be valued at their last sales price. Securities traded on NASDAQ will be valued at the NASDAQ Official Closing Price, at the close of trading on the exchanges or markets where such securities are traded for the business day as of which such value is being determined. Money market funds are valued daily at their net asset value.

 

 

Investments in Private Companies — Investments for which observable market prices in active markets do not exist are reported at fair value, as determined in good faith by the Investment Manager. Fair value is based on the best information available and is determined by reference to information including, but not limited to, the following: projected sales, net earnings, earnings before interest, taxes, depreciation and amortization (“EBITDA”), balance sheets, public or private transactions, valuations for publicly traded comparable companies, recent round of financing in the company’s stock, and/or other measures, and consideration of any other pertinent information including the types of securities held and restrictions on disposition. The amount determined to be fair value may incorporate the Investment Manager’s own assumptions (including appropriate risk adjustments for nonperformance and lack of marketability). The methods used to estimate the fair value of private companies include: (1) the market approach (whereby fair value is derived by reference to observable valuation measures for comparable companies or assets — e.g., multiplying a key performance metric of the investee company or asset, such as projected revenue or EBITDA, by a relevant valuation multiple observed in the range of comparable companies or transactions — adjusted by the Investment Manager for differences between the investment and the referenced comparables and in some instances by reference to option pricing models or other similar methods), (2) the income approach (e.g., the discounted cash flow method), and (3) cost for a period of time after an acquisition (where such amount is determined by the Investment Manager to be the best indicator of fair value). These valuation methodologies involve a significant degree of judgment. While these valuations are intended to estimate the value the Master Fund might reasonably expect to receive upon the current sale of investments in private companies in the ordinary course of business, such values may differ from the value that the Master Fund would actually realize if the investments in private companies were sold.

 

 

Investments in Options — Options contracts give the Master Fund the right, but not the obligation, to buy or sell the underlying instrument for a specified price upon exercise at any time during the option period. For the six months ended September 30, 2019, the Master Fund held options that were granted from one of the Master Fund’s private companies. Options are valued by the Investment Manager and Sub-Adviser using an option pricing model. At September 30, 2019, the fair value of options held by the Master Fund had no effect on the Schedule of Investments. For the six months ended September 30, 2019, options had no effect on the change in unrealized appreciation/depreciation in the Master Fund’s Statement of Operations. During the six months ended September 30, 2019, no other derivatives were held by the Master Fund.

 

The Master Fund classifies its assets and liabilities in accordance with ASC 820 — Fair Value. The Master Fund classifies its assets and liabilities that are reported at fair value into three levels based on the lowest level of input that is significant to the fair value measurement. Estimated values may differ from the values that would have been used if a ready market existed or if the investments were liquidated at the valuation date.

 

11

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the six months ended September 30, 2019 (Unaudited)

 

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

 

c.

Valuation of Investments (continued)

 

The three-tier hierarchy distinguishes between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs may be used in determining the value of the Master Fund’s assets and liabilities. The inputs are summarized in the three broad levels listed below:

 

 

Level 1 — quoted prices (unadjusted) in active markets for identical assets and liabilities that the Master Fund has the ability to access.

 

 

Level 2 — Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly.

 

 

Level 3 — Inputs to the valuation methodology are unobservable and significant to the fair value measurement. This includes situations where there is little, if any, market activity for the asset or liability.

 

The following table presents the Master Fund’s fair value hierarchy for those assets and liabilities measured at fair value as of September 30, 2019. Assets and liabilities are valued using NAV as practical expedient, an indicator of fair value, and are listed in a separate column to permit reconciliation to the totals in the Statement of Assets, Liabilities and Partners’ Capital.

 

 

 

Level 1

   

Level 2

   

Level 3

   

Investments
Valued at NAV

   

Total

 

Event Driven

  $     $     $     $ 31,761,222     $ 31,761,222  

Long Short Equity

                      7,538,051       7,538,051  

Macro

                      15,371,370       15,371,370  

Relative Value

                      21,405,482       21,405,482  

Private Investments

                      284,172,056       284,172,056  

Mutual Funds

                      7,014,300       7,014,300  

Total

  $     $     $     $ 367,262,481     $ 367,262,481  

 

For the six months ended September 30, 2019, there were no transfers into or out of Level 1, Level 2 or Level 3.

 

Should a transfer between Levels occur, it is the Master Fund’s policy to recognize transfers in and out of all Levels at the beginning of the reporting period.

 

Adjustments to the NAV provided by the Investment Manager or administrator of the Adviser Funds would be considered if the practical expedient NAV was not as of the Master Fund’s measurement date; it was probable that the Adviser Fund would be sold at a value materially different than the reported expedient NAV; or it was determined in accordance with the Master Fund’s valuation procedures that the Adviser Fund is not being reported at fair value. No adjustments were made to the NAV provided by the Investment Manager or administrator of the Adviser Funds.

 

The significant unobservable inputs used in the fair value measurement of the Master Fund’s Private Investment shares are based on the portfolio company’s most recent round of financing.

 

The information summarized in the table above represents the general terms for the specified asset class. Individual Adviser Funds may have terms that are more or less restrictive than those terms indicated for the asset class as a whole. In addition, most Adviser Funds have the flexibility, as provided for in their constituent documents, to modify and waive such terms.

 

12

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the six months ended September 30, 2019 (Unaudited)

 

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

 

c.

Valuation of Investments (continued)

 

The Master Fund’s investments reflect their estimated fair value, which for marketable securities would generally be the last sales price on the primary exchange for such security and for Adviser Funds, would generally be the net asset value as provided by the Adviser Fund or its administrator. For each of the categories below, the fair value of the Adviser Funds has been estimated using the net asset value of the Adviser Funds.

 

Investment Category

Investment
Strategy

Fair
Value
(in 000’s)

Unfunded
Commitments
(in 000’s)

Remaining
Life

Redemptions
Frequency

Notice
Period
(in Days)

Redemption
Restrictions
Terms

Event Driven(a)

Investments which seek to create pricing opportunities that may occur before or after a corporate event and may frequently involve additional derivative securities.

$31,761

N/A

Indefinite life

Quarterly

60-65

N/A

Long Short Equity(b)

A diversified set of investments which include positions both long and short in primarily equity and equity derivative securities.

$7,538

N/A

Indefinite life

Quarterly

60 - 90

N/A

Macro(c)

Investments including a broad range of strategies predicated on movements in underlying economic variables in the equity, fixed income, hard currency and commodity markets.

$15,371

N/A

Indefinite life

Weekly - Quarterly

2 - 30

N/A

Relative Value(d)

Investments predicated on the realization of a valuation discrepancy in the relationship between multiple securities. Security types range broadly across equity, fixed income, and derivatives.

$21,405

N/A

Indefinite life

Quarterly

90

N/A

Private Investments(e)

Investments in Private Equity, Private Real Estate, Private Energy and Natural Resources, generally through private partnerships or direct investments.

$284,172

$34,438

Up to 10 years with extensions available after the stated termination date

None Permitted

N/A

N/A

 

a

This category includes Adviser Funds which currently or prospectively involved in corporate transactions of a wide variety including but not limited to mergers, restructurings, financial distress, tender offers, shareholder buybacks, debt exchanges, security issuance or other capital structure adjustments. Security types can range from most senior in the capital structure to most junior or subordinated, and frequently involve additional derivative securities. Event Driven exposure includes a combination of sensitivities to equity markets, credit markets and idiosyncratic, company specific developments. Investment theses are typically predicated on fundamental characteristics (as opposed to quantitative), with the realization of the thesis predicated on a specific development exogenous to the existing capital structure.

 

13

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the six months ended September 30, 2019 (Unaudited)

 

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

 

c.

Valuation of Investments (concluded)

 

b

This category includes Adviser Funds which maintain positions both long and short in primarily equity and equity derivative securities. A wide variety of investment processes can be employed to arrive at an investment decision, including both quantitative and fundamental techniques; strategies can be broadly diversified or narrowly focused on specific sectors and can range broadly in terms of levels of net exposure, leverage employed, holding period, concentrations of market capitalizations and valuation ranges of typical portfolios.

c

This category includes Adviser Funds which trade a broad range of strategies in which the investment process is predicated on movements in underlying economic variables and the impact these have on equity, fixed income, hard currency and commodity markets. Managers employ a variety of techniques, both discretionary and systematic analysis, combinations of top down and bottom up theses, quantitative and fundamental approaches and long and short term holding periods.

d

This category includes Adviser Funds which maintain positions in which the investment thesis is predicated on realization of a valuation discrepancy in the relationship between multiple securities. Managers employ a variety of fundamental and quantitative techniques to establish investment theses, and security types range broadly across equity, fixed income, derivative or other security types.

e

This category invests in three sub-strategies (Private Equity, Private Real Estate and Private Energy and Natural Resources). Private Equity investing seeks to generate capital appreciation through investments in private companites in need of capital. Private Equity seeks to profit from, among other things, the inefficiencies inherent in these markets though valuation and due diligence analysis of available business opportunites. Private Real Estate strategy consists generally of investing in Adviser Funds that are private partnerships that make direct investments in (i) existing or newly constructed income-producing properties, including office, industrial, retail, and multi-family residential properties, (ii) raw land, which may be held for development or for the purpose of appreciation, and/or (iii) timber (whether directly or through a REIT or other Adviser Fund). The Private Energy and Natural Resources strategy consists generally of investing in Adviser Funds that are private partnerships that make direct investments in private or (sometimes publicly traded energy companies.

 

d.

Investment Transactions and Income

 

Interest income is recorded when earned. 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. Capital gain distributions received are recorded as capital gains as soon as information is available to the Master Fund. Investments in short-term investments, mutual funds, private companies and exchange traded funds are recorded on a trade date basis. Investments in Adviser Funds are recorded on a subscription effective date basis, which is generally the first day of the calendar month in which the investment is effective. Redemptions in Adviser Funds are recorded on a redemption effective date basis which is generally the last day of the calendar month in which the redemption is effective. Realized gains and losses on Adviser Fund and security redemptions are determined on identified cost basis. Return of capital or security distributions received from Adviser Funds and securities are accounted for as a reduction to cost.

 

e.

Foreign Currency

 

Investments in Adviser Funds, securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Master Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Master Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

 

f.

Master Fund Expenses

 

The Master Fund will bear all expenses incurred, on an accrual basis, 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, auditing, and tax preparation fees; custodial fees; fees for data and software providers; costs of insurance; registration expenses; directors’ fees; interest expenses and commitment fees on credit facilities; and expenses of meetings of the Board. Risk management expense includes expenses incurred by the Master Fund for third party valuation services, independent due diligence reviews of Adviser Funds, and other analytical and risk mitigation services provided to the portfolio.

 

14

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the six months ended September 30, 2019 (Unaudited)

 

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

 

g.

Income Taxes

 

The Master Fund is treated as a partnership for federal income tax purposes and therefore is not subject to U.S. 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 profit and loss.

 

The Master Fund files tax returns as prescribed by the tax laws of the jurisdiction in which it operates. In the normal course of business, the Master Fund is subject to examination by federal, state, local and foreign jurisdictions, where applicable. For the Master Fund’s tax years ended December 31, 2015 through December 31, 2018 the Master Fund is open to examination by major tax jurisdictions under the statute of limitations.

 

The Master Fund has reviewed any potential tax positions as of September 30, 2019 and has determined that it does not have a liability for any unrecognized tax benefits or expense. The Master Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the period, the Master Fund did not incur any material interest or penalties. Due to the timing of tax information received from the Adviser Funds, tax basis reporting is not available as of the balance sheet date.

 

h.

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires the Master Fund 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 increases and decreases in partners’ capital from operations during the reporting period. Actual results could differ from those estimates.

 

3.

ALLOCATION OF PARTNERS’ CAPITAL

 

Net profits or net losses of the Master Fund for each allocation period (“Allocation Period”) 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; (5) the day preceding the day on which a substituted Limited Partner is admitted to the Master Fund; or (6) 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.

REPURCHASE OF LIMITED 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, among other things, the recommendation of the Investment Manager and Sub-Adviser. The Investment Manager and Sub-Adviser generally recommend to the Board that the Master Fund offer to repurchase interests from Limited Partners on a quarterly basis as of the valuation date at the end of each calendar quarter. In addition, the Board approved one additional forced repurchases during the six months ended September 30, 2019 for Limited Partners with capital balances below a specified minimum of $25,000 and/or dissolving pension plans. The Master Fund will not offer repurchases of interests of more than 20% of its Partners’ capital in any quarter. The Master Fund does not intend to distribute to the Limited Partners any of the Master Fund’s income, but generally expects to reinvest substantially all income and gains allocable to the Limited Partners.

 

 

15

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the six months ended September 30, 2019 (Unaudited)

 

5.

MANAGEMENT FEES, PERFORMANCE ALLOCATION, AND RELATED PARTY TRANSACTIONS

 

The Investment Manager and Sub-Adviser are responsible for providing day-to-day investment management services to the Master Fund, subject to the ultimate supervision of and any policies established by the Board, pursuant to the terms of the sub-advisory agreement among the Master Fund, the Investment Manager and Portfolio Advisors (the “Sub-Advisory Agreement”) and the investment management agreement between the Master Fund and the Investment Manager (the “Advisory Agreement”). Under the Sub-Advisory Agreement and the Advisory Agreement (together, the “Investment Management Agreements”), the Investment Manager and Sub-Adviser are responsible for developing, implementing and supervising the Master Fund’s investment program. In consideration for the advisory and other services provided by the Investment Manager, the Master Fund pays the Investment Manager a management fee (the “Management Fee”) equal to 1.00% on an annualized basis of the aggregate value of its partners’ capital determined as of the last day of the month (before giving effect to any repurchase of interests in the Master Fund).

 

The Master Fund does not pay the Sub-Adviser directly, but rather the Sub-Adviser is entitled to a portion of the Management Fee received by the Investment Manager.

 

The General Partner is allocated a performance allocation payable annually equal to 10% of the amount by which net new profits of each Limited Partner interests of the Master Fund exceed the non-cumulative “hurdle amount,” which is calculated as of the last day of the preceding calendar year of the Master Fund at a rate equal to the yield-to-maturity of the 90-day U.S. Treasury Bill for the last business day of the last calendar year (the “Performance Allocation”). The Performance Allocation is made on a “peak to peak”, or “high watermark” basis, which means that no Performance Allocation will be made with respect to such subsequent appreciation until such net loss has been recovered. Pursuant to the Sub-Advisory Agreement, the Sub-Adviser is entitled to a percentage of the Performance Allocation the General Partner receives from the Master Fund. For the six months ended September 30, 2019, a Performance Allocation of $3,269 was accrued or earned for the period from April 1, 2019 to September 30, 2019.

 

Each member of the Board who is not an “interested person” of the Master Fund (“Independent Director”), as defined by the 1940 Act, receives an annual retainer. The allocation of the retainer to the Master Fund is based on the assets under management of all of the affiliated funds and trusts that the Board oversees. All Board members are reimbursed by the Master Fund for all reasonable out-of-pocket expenses incurred by them in performing their duties.

 

The Master Fund has engaged Cipperman Compliance Services (“Cipperman”) to provide compliance services including the appointment of the Master Fund’s Chief Compliance Officer. Effective January 1, 2019, Cipperman is paid an annual fee of $63,000 for services provided, which is allocated among the Master Fund and other affiliated entities.

 

6.

ACCOUNTING, ADMINISTRATION, AND CUSTODIAL AGREEMENT

 

In consideration for accounting, administrative, and recordkeeping services, the Master Fund pays U.S. Bancorp Fund Services, LLC, d/b/a U.S. Bank Global Fund Services (“Fund Services”) an administration fee based on the month-end partners’ capital of the Master Fund. Fund Services also provides regulatory administrative services and accounting. UMB Fund Services, Inc. (“UMBFS”) provides transfer agency functions, and shareholder services. For the six months ended September 30, 2019, the total accounting, administration and transfer agency fees were $179,473.

 

U.S. Bank, N.A. (“USB”) serves as custodian of the Master Fund’s assets and provides custodial services for the Master Fund.

 

 

16

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the six months ended September 30, 2019 (Unaudited)

 

7.

INVESTMENT TRANSACTIONS

 

Total purchases of Adviser Funds and securities for the six months ended September 30, 2019 amounted to $31,370,594. Total proceeds from redemptions, sales, or other dispositions of Adviser Funds and securities for the six months ended September 30, 2019 amounted to $88,306,358. The cost of investments in Adviser Funds for U.S. Federal income tax purposes is adjusted for items of taxable income allocated to the Master Fund from the Adviser Funds. The Master Fund relies upon actual and estimated tax information provided by the Adviser Funds as to the amounts of taxable income allocated to the Master Fund as of September 30, 2019.

 

The Master Fund invests substantially all of its available capital in Adviser Funds and Private Investments. 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.

 

8.

CREDIT FACILITY

 

The Master Fund maintains a credit facility, consisting of two separate tranches (“Tranche L” and “Tranche U”, collectively the “Facility”), which is secured by certain interests in Adviser Funds that expires on October 8, 2020. Collateral for the Facility is held by U.S. Bank N.A. as custodian. The maximum borrowing amount available on the Facility is $40,000,000. A fee of 60 basis points per annum is payable monthly in arrears on the unused portion of the Facility of Tranche L, while the interest rate charged on the borrowings is the 3-month London Interbank Offer Rate (“LIBOR”) plus a spread of 175 basis points. At September 30, 2019, the Master Fund had $10,000 payable on the unused portion of Tranche L and there were no outstanding payables for interest on borrowings. For the six months ended September 30, 2019, there were no borrowings on Tranche L. The weighted average interest rate, the average daily balance, and the maximum balance outstanding for borrowing under the Facility of Tranche U for the six months ended September 30, 2019 was 3.67%, $2,064,481, and $7,400,000, respectively. The date of maximum borrowing was April 26, 2019. The interest rate charged on the borrowing of Tranche U is the 3-month LIBOR plus a spread of 115 basis points. There was no outstanding borrowing of the Facility at September 30, 2019.

 

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, 2019, the Master Fund had outstanding investment commitments to Adviser Funds totaling approximately $34,438,050. Four Adviser Funds in the Private Investment Strategy have commitments denominated in Euros, and two Adviser Funds have commitments denominated in Pound Sterling. At September 30, 2019, the unfunded commitments for these Adviser Funds totaled €2,019,469 and £751,445, respectively. At September 30, 2019, the exchange rate used for the conversion was 1.090 USD/EUR and 1.230 USD/GBP. The U.S. Dollar equivalent of these commitments is included in the Master Fund’s total unfunded commitment amount.

 

11.

RISK FACTORS

 

An investment in the Master Fund involves significant risks, including leverage risk, interest rate risk, liquidity risk and economic conditions risk, 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 generally does not employ leverage. However, certain Adviser Funds may employ leverage, either synthetically or through borrowed funds, which can enhance returns or increase losses on smaller changes in the value of an underlying investment. Adviser Funds that invest in fixed income securities may be subject to interest rate risk, where changes in interest rates affect the value of the underlying fixed income 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

 

17

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the six months ended September 30, 2019 (Unaudited)

 

11.

RISK FACTORS (continued)

 

to resell some of its securities holdings for extended periods, which may be several years. Investments in the Adviser Funds may be restricted from early redemptions or subject to fees for early redemptions as part of contractual obligations agreed to by the Investment Manager on behalf of the Master Fund. Adviser Funds may have initial lock-up periods, the ability to suspend redemptions, or employ the use of side pockets, all of which may affect the Master Fund’s liquidity in the respective Adviser Fund.

 

Adviser Funds generally require the Master Fund 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 Adviser Funds’ governing agreements. Interests in the Master Fund provide limited liquidity since Limited Partners will not be able to redeem interests on a daily basis because the Master Fund is a closed-end fund. Therefore, investment in the Master Fund is suitable only for investors who can bear the risks associated with the limited liquidity of interests and should be viewed as a long-term investment. No guarantee or representation is made that the investment objective will be met.

 

The Master Fund’s investments may be made in a number of different currencies. Any returns on, and the value of, such investments may therefore be materially affected by exchange rate fluctuations, local exchange control, limited liquidity of the relevant foreign exchange markets, the convertibility of the currencies in question and/or other factors. A decline in the value of the currencies in which the Master Fund’s investments are denominated against the U.S. dollar may result in a decrease in value of the Master Fund’s partners’ capital.

 

12.

FINANCIAL HIGHLIGHTS

 

The financial highlights are intended to help an investor understand the Master Fund’s financial performance. 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 and Performance Allocation.

 

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.

 

18

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Notes to Financial Statements (Concluded)

As of and for the six months ended September 30, 2019 (Unaudited)

 

12.

FINANCIAL HIGHLIGHTS (concluded)

 

Total return amounts are calculated by geometrically linking returns based on the change in value during each accounting period.

 

   

For the

   

For the Years Ended March 31,

 

 

 

Six Months
Ended
September 30,
2019
(Unaudited)

   

2019

   

2018

   

2017

   

2016

   

2015

 

Total return before Performance Allocation

    (0.47 )%2     10.41 %     7.69 %     6.03 %     (5.62 )%     7.43 %

Total return after Performance Allocation

    (0.47 )%2     9.72 %     7.51 %     6.03 %     (5.61 )%     6.97 %

Partners’ capital, end of year (000’s)

  $ 372,772     $ 419,786     $ 482,268     $ 579,200     $ 687,882     $ 904,464  

Portfolio turnover

    7.86 %2     9.62 %     18.90 %     6.49 %     8.20 %     8.78 %

Ratio of net investment income, excluding Performance Allocation

    (0.17 )%3     (0.64 )%     (0.79 )%     (0.36 )%     3.33 %     3.03 %

Ratio of other operating expenses to average partners’ capital

    1.40 %3     1.36 %     1.36 %     1.25 %     1.23 %     1.19 %

Ratio of credit facility fees and interest expense to average partners’ capital

    0.08 %3     0.05 %     0.08 %     0.09 %     0.12 %     0.10 %

Operating expenses, excluding Performance Allocation

    1.48 %3     1.41 %     1.44 %     1.34 %     1.35 %     1.29 %

Performance Allocation

    0.00 %2     0.69 %     0.18 %     0.00 %     (0.01 )%1     0.46 %

Total Operating expenses and Performance Allocation

    1.48 %3     2.10 %     1.62 %     1.34 %     1.34 %     1.75 %

 

1

Reversal of accrued Performance Allocation from April 1, 2015 to December 31, 2015

2

Not Annualized

3

Annualized

 

13. RECENT ACCOUNTING PRONOUNCEMENTS

 

In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An entity is permitted to early adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of the additional disclosures, which are required for public companies only, until their effective date. Management has chosen not to early adopt the removed or modified disclosures, and delay adoption of the additional disclosures for the six months ended September 30, 2019.

 

14.

SUBSEQUENT EVENTS

 

Management has evaluated the events and transactions through the date the financial statements were issued and determined there were no other subsequent events that required adjustment to our disclosure in the financial statements except for the following:

 

The Investment Manager recommended to the Board that a tender offer in an amount of up to approximately 5.00% of the partners’ capital of the Master Fund be made for the quarter ending December 31, 2019 to those Limited Partners who elect to tender their interests prior to the expiration of the tender offer period. The Board approved such recommendation and Limited Partners in the Master Fund were notified of the tender offer’s expiration date on September 26, 2019, and submitted tender requests from October 1, 2019 through the date of expiration of the tender offer totaling approximately $193,900,083.

 

19

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Board of Directors

(Unaudited)

 

The identity of the Board members (each a “Director”) and brief biographical information is set forth below. The business address of each Director is care of Hatteras Funds, 8510 Colonnade Center Drive, Suite 150, Raleigh, NC 27615. The term of office of each Director is from the time of such Director’s election and qualification until his or her successor shall have been elected and shall have qualified, or until he or she is removed, resigns or is subject to various disabling events such as death or incapacity. A Director may resign upon 90 days’ prior written notice to the Board and may be removed either by a vote of a majority of the Board not subject to the removal vote or of Limited Partners holding not less than two-thirds of the total number of votes eligible to be cast by all of the Limited Partners.

 

Name &
Date of Birth

Position(s) Held
with the Feeder
Funds

Length of
Time
Served

Principal Occupation(s)
During Past 5 Years
and Other
Directorships
Held by Director

Number of
Portfolios in Fund
Complex1 Overseen
by Director

INTERESTED DIRECTOR

     

David B. Perkins2

July 18, 1962

President and Chairman of the Board of Directors

Since Inception

President and Trustee, each fund in the Fund Complex (2004 to Present); Chief Executive Officer of Hatteras Funds, LP (2014 to Present); Co-Founder of Hatteras Investment Partners LLC and its affiliated entities (“Hatteras Funds”) in 2003.

6

INDEPENDENT DIRECTORS

 

 

 

H. Alexander Holmes
May 4, 1942

Director; Audit Committee Member

Since Inception

Founder, Holmes Advisory Services, LLC, a financial consultation firm (1993 to Present).

6

Steve E. Moss, CPA
February 18, 1953

Director; Audit Committee Member

Since Inception

Principal, Holden, Moss, Knott, Clark & Copley, PA, accountants and business consultants (1996 to Present).

6

Gregory S. Sellers
May 5, 1959

Director; Audit Committee Member

Since Inception

Chief Financial Officer, Chief Operating Officer, Spectrum Consultants, Inc., a sales marketing firm in the prior housing industry (2015 to present); Chief Financial Officer, Imagemark Business Services, Inc., a provider of marketing and print communications solutions (2009 to Present).

6

Thomas Mann
February 1, 1950

Director; Audit Committee Member

Since 2013

Private Investor (2012 to Present).

6

 

1

The “Fund Complex” consists of, as of September 30, 2019, the Feeder Funds, the Master Fund, and Hatteras VC Co-Investment Fund II, LLC.

2

Deemed to be an “interested” Director of the Master Fund because of his affiliations with Hatteras Funds.

 

20

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Fund Management

(Unaudited)

 

Set forth below is the name, date of birth, position with the Master 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 Master Fund. The business address of each officer is care of Hatteras Funds, 8510 Colonnade Center Drive, Suite 150, Raleigh, NC 27615.

 

Name &
Date of Birth

Position(s) Held
with the Feeder
Funds

Length of
Time
Served

Principal Occupation(s)
During Past 5 Years
and Other
Directorships
Held by Officer

Number of
Portfolios in Fund
Complex1 Overseen
by Officer

OFFICERS

     

Andrew P. Chica
September 7, 1975

Chief Compliance Officer

Since 2008

Compliance Director, Cipperman Compliance Services (from 2019 to present); Chief Compliance Officer, Hatteras Funds, LP (from 2014 to 2019); Chief Compliance Officer, Hatteras Investment Partners and Hatteras Capital Investment Management (from 2007 to 2014), Chief Compliance Officer, Hatteras Alternative Mutual Funds, LLC (from 2009 to 2014).

N/A

Allison Zollicoffer2
March 24, 1956

Treasurer

Since 2019

Chief Financial Officer, Hatteras Funds, LP (2018 to present); self-employed as Fractional CFO/Financial Consultant with companies in wholesale distribution, real estate, specialty apparel and light manufacturing (since 2012).

N/A

 

1

The “Fund Complex” consists of, as of September 30, 2019, the Feeder Funds, the Master Fund, and Hatteras VC Co-Investment Fund II, LLC.

2

Effective May 1, 2019, Nicole Shortridge-Lis resigned as Treasurer and effective May 1, 2019, Allison Zollicoffer was appointed Treasurer.

 

21

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Other Information

(Unaudited)

 

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 the Master Fund’s record of actual proxy votes cast during the period ended June 30, 2019 is available at http://www.sec.gov and by calling 1-800-504-9070 and may be obtained at no additional charge.

 

AVAILABILITY OF QUARTERLY PORTFOLIO SCHEDULES

 

The Master 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 (or as an exhibit to its reports on Form N-Q’s successor, Form N-PORT). The Master Fund’s Form N-Q is available, without charge and upon request, on the SEC’s website at http://www.sec.gov.

 

APPROVAL OF SUB-ADVISORY AGREEMENT

 

At a meeting of the Master Fund’s Board held on May 30, 2019, by a unanimous vote, the Board, 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 Sub-Advisory Agreement (the “Agreement”) for the Master Fund.

 

The Independent Directors evaluated the Sub-Advisory Agreement in light of information they had requested and received from the Sub-Adviser prior to the meeting. The Directors reviewed these materials with management of Hatteras, management of the Sub-Adviser and legal counsel to the Independent Directors. The Independent Directors considered whether the Sub-Advisory Agreement would be in the best interests of the Funds and their shareholders and the overall fairness of the Sub-Advisory Agreement. Among other things, the Independent Directors reviewed information concerning: (1) the nature, extent and quality of services to be provided by Portfolio Advisors to the Master Fund; (2) the performance of the Master Fund; (3) the Master Fund’s advisory and sub-advisory fee, overall Master Fund expenses, and the profits realized by Hatteras and its affiliates from its relationship with the Master Fund; (4) the extent to which economies of scale will be realized as the Master Fund grows and the extent to which fee levels reflect such economies of scale, if any, for the benefit of the Master Fund’s partners; (5) the ancillary benefits and other factors. In their deliberations, the Independent Directors did not rank the importance of any particular piece of information or factor considered, and it is presumed that each Independent Director attributed different weights to the various factors.

 

The Independent Directors reviewed, and discussed with Hatteras and Portfolio Advisors, comparative performance, advisory fee, sub-advisory fee and overall Fund expense information for the Master Fund versus other similar closed-end hedge fund of funds. The Independent Directors noted that management stated that there were few truly comparative funds. Hatteras and Portfolio Advisors discussed with the Independent Directors the construction of the comparative fund group. The Independent Directors also compared the Funds’ advisory fee and overall Fund expenses versus a universe of comparable closed-end fund of hedge funds, as compiled by Hatteras. Discussion ensued regarding the fee and expense comparisons.

 

Nature, Extent and Quality of Services Provided to the Master Fund.

 

The Independent Directors considered information it believed necessary to assess the nature and quality of services to be provided to the Master Fund by Portfolio Advisors. The Independent Directors noted Portfolio Advisors will continue to serve in its role as sub-adviser to the Master Fund, and that the Master Fund’s current portfolio managers will continue to provide services to the Master Fund while Hatteras will continue to serve in its role as investment adviser to the Master Fund and oversee the sub-advisory relationship with Portfolio Advisors. The Independent Directors considered the advisory services and other services to be provided by Hatteras, as well as the services to be provided by Portfolio Advisors as sub-adviser, noting that such services are not expected to change. The Independent Directors noted management’s explanation about how fees and services were allocated and delegated between Hatteras and Portfolio Advisors. The Independent Directors noted the improving 5-year performance numbers. The Independent Directors considered that the Master Fund’s investment objective and policies are not expected to change. The Board members considered that Hatteras’ due diligence process would continue to utilize the same investment team. The Board also gave consideration to Portfolio Advisors stated goal to provide stability and consistent performance for the portfolio by reducing certain industry exposures and increasing others.

 

22

 

 

 

HATTERAS MASTER FUND, L.P.
(a Delaware Limited Partnership)

 

Other Information (Concluded)

(Unaudited)

 

Investment Performance of the Master Fund.

 

The Independent Directors considered the investment performance of the private equity portfolio within the Master Fund. The Independent Directors reviewed the Master Fund’s performance against certain peers, noting that it appeared that recent changes appeared to be improving performance, especially since Hatteras retained Portfolio Advisors. The Independent Directors considered information about the private equity portfolio within the Master Fund’s performance against certain peers. The Independent Directors also considered the Master Fund’s performance versus two benchmark indices identified by Hatteras.

 

Costs of Services Provided and Profits Realized by Portfolio Advisors.

 

In connection with the Independent Directors’ consideration of the level of the sub-advisory services, the Independent Directors considered a number of factors. The Independent Directors noted that Portfolio Advisors is not requesting a change to the sub-advisory fee rate to be paid under the Sub-Advisory Agreement. Based on current Fund asset levels, Portfolio Advisors indicated that they earned a small profit margin providing services to the Master Fund. The Independent Directors noted the differing services and responsibilities provided by Hatteras and Portfolio Advisors. Based on the information provided, the Independent Directors determined that, based on the information provided, Portfolio Advisors did not earn excessive profits.

 

Economies of Scale and Fee Levels Reflecting Those Economies.

 

The Independent Directors considered the extent to which economies of scale were expected to be realized relative to fee levels as the Master Fund’s assets grow, and whether the advisory fee and sub-advisory fee levels reflect these economies of scale for the benefit of the Master Fund. After discussions with the Independent Directors concerning Hatteras’ expected profitability and growth in assets for the Master Fund, the Independent Directors noted that it will address the issue if Master Fund assets grow.

 

Other Benefits.

 

In addition to the above factors, the Independent Directors also discussed other benefits received by Portfolio Advisors from its sub-advisory relationship of the Master Fund, including ancillary benefits that could accrue to Hatteras and Portfolio Advisors.

 

The Master Fund Board considered all these factors. In considering the Sub-Advisory Agreement, the Master Fund Board did not identify any one factor as all-important, but rather considered these factors collectively in light of the Funds’ surrounding circumstances. Based on this review, it was the judgment of the Master Fund Board and its Independent Directors that the approval of the Sub-Advisory Agreement was in the best interests of the Funds.

 

23

 

 

 

Hatteras Core Alternatives Funds

 

8510 Colonnade Center Drive, Suite 150
Raleigh, NC 27615

 

Investment Manager and Fund Servicing Agent

 

Hatteras Funds, LP
8510 Colonnade Center Drive, Suite 150
Raleigh, NC 27615

 

Sub-Adviser

 

Portfolio Advisors, LLC
9 Old Kings Highway South
Darien, CT 06820

 

Independent Registered Public Accounting Firm

 

Cohen & Company, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, OH 44115

 

Fund Counsel

 

Drinker Biddle & Reath LLP
One Logan Square
Suite 2000
Philadelphia, PA 19103

 

Administrator and Fund Accountant

 

U.S. Bancorp Fund Services, LLC
d/b/a U.S. Bank Global Fund Services
811 East Wisconsin Ave.
Milwaukee WI 53202

 

Custodian

 

U.S. Bank, N.A.
1555 North River Center Drive
Milwaukee, WI 53212

 

Distributor

 

Hatteras Capital Distributors, LLC
8510 Colonnade Center Drive, Suite 150
Raleigh, NC 27615

 

 

 

 

 

 

HATTERASFUNDS.COM / T: 919.846.2324 / F: 919.846.3433

8510 COLONNADE CENTER DRIVE / SUITE 150 / RALEIGH, NC 27615-6520

 

 

 

Item 2. Code of Ethics.

 

Not applicable for semi-annual reports.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable for semi-annual reports.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable for semi-annual reports.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable for semi-annual reports.

 

Item 6. Investments.

 

(a)Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

 

(b)Not applicable.

 

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

 

Not applicable for semi-annual reports.

 

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

 

(a)Not applicable for semi-annual reports.

 

(b)Not applicable.

 

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 shareholders may recommend nominees to the registrant’s board of directors.

 

Item 11. Controls and Procedures.

 

(a)The Registrant’s President and Treasurer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

 

(b)There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

 

The registrant did not engage in securities lending activities during the fiscal period ended on September 30, 2019, reported on this Form N-CSR.

 

Item 13. Exhibits.

 

(a)(1) Not Applicable

 

(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

 

(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.

 

(b)Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

 

 

 

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 Core Alternatives TEI Fund, L.P.  
       
  By (Signature and Title) /s/ David B. Perkins  
    David B. Perkins, President  
       
  Date December 9, 2019  

 

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  
       
  Date December 9, 2019  
       
  By (Signature and Title) /s/ Allison Zollicoffer  
    Allison Zollicoffer, Treasurer  
       
  Date December 9, 2019