Transaction
Valuation:
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$53,000,000
(approximately 5% of 7/31 NAV) (a)
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Amount of
Filing Fee:
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$6,826.40 (b)
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(a)
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Calculated as the aggregate maximum value of Interests being purchased.
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(b)
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Calculated at $128.80 per $1,000,000 of the Transaction Valuation.
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[ ]
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form or Registration No.:
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Filing Party:
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Date Filed:
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[ ]
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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[ ]
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third-party tender offer subject to Rule 14d-1.
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[X]
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issuer tender offer subject to Rule 13e-4.
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[ ]
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going-private transaction subject to Rule 13e-3.
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[ ]
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amendment to Schedule 13D under Rule 13d-2.
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ITEM 1.
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SUMMARY TERM SHEET.
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·
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Hatteras Master Fund, L.P. (the “Fund”) is offering to purchase Interests (as defined below) in the Fund (the “Offer”) in an amount up to approximately 5.00% of the net assets of the Fund (or $53,000,000 as of July 31, 2014) from partners of the Fund (the “Partners”) at their net asset value (that is, the value of the Fund’s total assets minus its total liabilities, including accrued fees and expenses, multiplied by the proportionate interest in the Fund a Partner desires to tender, after giving effect to all allocations, including any incentive allocation) calculated as of the Repurchase Date (as defined below). As used in this Schedule TO, the term “Interest” or “Interests” refers to the limited partnership interests in the Fund or portions of interests that constitute the class of security that is the subject of the Offer, and includes all or any portion of a Partner’s Interest as the context requires. Partners that desire to tender an Interest for purchase must do so by 11:59 PM, Eastern Time on October 31, 2014 (the “Initial Notice Due Date”), subject to any extension of the Offer made in the absolute discretion of the Fund’s Board of Directors. The later of the Initial Notice Due Date or the latest time and date that the Fund designates as the deadline and expiration date for Partners to tender an Interest for purchase is called the “Notice Due Date”, and is the date upon which the Offer expires. The net asset value of Interests will be calculated for this purpose as of December 31, 2014, or at a later date determined by the Fund if the Offer is extended (in each case, the “Repurchase Date”).
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·
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The Fund reserves the right to adjust the Repurchase Date to correspond with any extension of the Offer. The Fund will review the net asset value calculation of the Interests during the Fund’s audit for the fiscal year ending on or after the Repurchase Date, which the Fund expects will be completed within 60 days of the fiscal year-end, and that net asset value will be used to determine the final amount paid for tendered Interests. Since the Fund’s fiscal year ending on or after the Repurchase Date is March 31, 2015, the Fund expects that the audit will be completed by the end of May 2015.
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·
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A Partner may tender its entire Interest or a portion of its Interest. See Item 4(a)(1)(ii).
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·
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The tendering Partner will receive an initial payment in cash (valued according to the Fund’s Amended and Restated Agreement of Limited Partnership dated as of July 1, 2008 (as it may be amended, modified or otherwise supplemented from time to time, the “Partnership Agreement”)) equal to at least 95% (100% in the case of a Partner that tenders less than its entire Interest) of the unaudited net asset value of the Interest tendered by the Partner that is accepted for purchase by the Fund (the “Initial Payment”). The Fund may take up to 90 days after the Repurchase Date to make the Initial Payment.
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·
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In the case of a Partner that tenders its entire Interest, the Partner will receive a contingent payment (the “Post-Audit Payment”) equal to the excess, if any, of (1) the net asset value of the Interest tendered and purchased as of the Repurchase Date (as it may be adjusted based upon the next annual audit of the Fund’s financial statements), over (2) the Initial Payment. The Post-Audit Payment will be payable promptly after the completion of the Fund’s next annual audit. Final adjustments of payments in connection with the repurchased Interests generally will be made promptly after the completion of the annual audit of the Fund. Proceeds of the Initial Payment and the Post-Audit Payment, if applicable, will be wire-transferred directly to an account designated by the Partner.
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·
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Partial Interests will be repurchased on a “first in-first out” basis (i.e., the portion of the Interest repurchased will be deemed to have been taken from the earliest capital contribution made by such Partner (adjusted for subsequent appreciation and depreciation) until that capital contribution is decreased to zero, and then from each subsequent capital contribution made by such Partner (as adjusted) until such capital contribution is decreased to zero).
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·
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The Offer is being made to all Partners of the Fund and is not conditioned on any minimum amount of Interests being tendered. If the Fund accepts the tender of the Partner’s Interest, the Fund will make payment for Interests it purchases from one or more of the following sources: cash on hand, proceeds from the sale of securities held by the Fund, withdrawal proceeds from investment funds in which the Fund invests, or borrowings. The purchase amount will be paid entirely in cash. See Item 4(a)(1)(ii).
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·
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Partners that desire to tender an Interest for purchase must do so by 11:59 PM, Eastern Time, on October 31, 2014 (or if the Offer is extended, by any later Notice Due Date), at which time the Offer is scheduled to expire. Until the Notice Due Date, Partners have the right to change their minds and withdraw any tenders of their Interests. Interests withdrawn may be re-tendered, however, provided that such tenders are made before the Notice Due Date by following the tender procedures described herein. If the Fund has not yet accepted a Partner’s tender of an Interest on or prior to November 17, 2014 (i.e., the date 40 business days from the commencement of the Offer), a Partner will also have the right to withdraw its tender of its Interest after such date. See Item 4(a)(1)(vi).
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If a Partner would like the Fund to purchase its entire Interest or any portion of its Interest, it should complete, sign and either (i) mail or otherwise deliver a Letter of Transmittal to Hatteras Master Fund, L.P., c/o UMB Fund Services, Inc. at 235 W. Galena St., Milwaukee, Wisconsin 53212-3948, Attention: Tender Offer Administrator; or (ii) fax it to UMBFS at (816) 860-3138, Attention: Tender Offer Administrator, so that it is received before 11:59 PM, Eastern Time, on October 31, 2014. See Item 4(a)(1)(vii). The value of the Interests may change between July 31, 2014 (the last time prior to the date of this filing as of which net asset value was calculated) and the Repurchase Date, the date as of which the value of the Interests being purchased will be determined. See Item 2(b). Partners desiring to obtain the estimated net asset value of their Interests, which the Fund will calculate from time to time based upon the information the Fund receives from the portfolio managers of the investment funds in which it invests, may contact UMB Fund Services, Inc. (“UMBFS”) at (800) 504-9070 or at the address listed on the first page of the Letter of Transmittal, Monday through Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time).
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ITEM 2.
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ISSUER INFORMATION.
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ITEM 3.
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IDENTITY AND BACKGROUND OF FILING PERSON.
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ITEM 4.
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TERMS OF THE TENDER OFFER.
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(2)
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Not applicable.
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ITEM 5.
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PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
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ITEM 6.
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PURPOSES OF THIS TENDER OFFER AND PLANS OR PROPOSALS.
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ITEM 7.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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ITEM 8.
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INTEREST IN SECURITIES OF THE ISSUER.
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ITEM 9.
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PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
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ITEM 10.
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FINANCIAL STATEMENTS.
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ITEM 11.
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ADDITIONAL INFORMATION.
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(a)
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(1)
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None.
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(2)
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None.
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(3)
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Not applicable.
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(4)
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Not applicable.
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(5)
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None.
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(b)
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None.
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ITEM 12.
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EXHIBITS.
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A.
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Cover Letter to Offer to Purchase and Letter of Transmittal.
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B.
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Offer to Purchase.
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C.
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Form of Letter of Transmittal.
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D.
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Form of Notice of Withdrawal of Tender.
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E.
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Form of Letter from the Fund to Partners in connection with the Fund’s acceptance of tenders of Interests.
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HATTERAS MASTER FUND, L.P.
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By:
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/s/ David B. Perkins | |||
Name:
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David B. Perkins
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Title:
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President and Chairman of the Board of Directors
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HATTERAS FUNDS, LLC
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as General Partner
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By:
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/s/ David B. Perkins | |||
Name:
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David B. Perkins
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Title:
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Managing Member
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A
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Cover Letter to Offer to Purchase and Letter of Transmittal.
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B
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Offer to Purchase.
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C
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Form of Letter of Transmittal.
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D
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Form of Notice of Withdrawal of Tender.
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E
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Form of Letter from the Fund to Partners in connection with the Fund’s acceptance of tenders of Interests.
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1.
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Summary Term Sheet
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1
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2.
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Background and Purpose of the Offer
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2
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3.
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Offer to Purchase and Price
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3
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4.
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Amount of Tender
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3
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5.
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Procedure for Tenders
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4
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6.
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Withdrawal Rights
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4
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7.
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Purchases and Payment
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4
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8.
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Certain Conditions of the Offer
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5
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9.
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Certain Information About the Fund
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6
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10.
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Certain Federal Income Tax Consequences
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6
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11.
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Miscellaneous
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7
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1.
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SUMMARY TERM SHEET
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The Fund (referred to as “we”, “us” or the “Fund” in this Summary Term Sheet) is offering to purchase Interests in an amount up to approximately 5.00% of the net assets of the Fund (or $53,000,000 as of July 31, 2014). We will purchase your Interests at their net asset value (that is, the value of the Fund’s total assets minus its total liabilities, including accrued fees and expenses, multiplied by the proportionate interest in the Fund you desire to tender, after giving effect to all allocations, including any incentive allocation) calculated as of the Repurchase Date. The net asset value of Interests will be calculated for this purpose as of December 31, 2014 or, if the Offer is extended, as of any later Repurchase Date. The Offer will remain open until 11:59 PM, Eastern Time, on October 31, 2014 (or if the Offer is extended, until any later Notice Due Date), at which time the Offer is scheduled to expire.
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The Fund reserves the right to adjust the Repurchase Date to correspond with any extension of the Offer. The Fund will review the net asset value calculation of the Interests during the Fund’s audit for the fiscal year ending on March 31, 2015, which the Fund expects will be completed within 60 days of the fiscal year-end, and that net asset value will be used to determine the final amount paid for tendered Interests. Since the Fund’s fiscal year ending on or after the Repurchase Date is March 31, 2015, the Fund expects that the audit will be completed by the end of May 2015.
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A Partner may tender its entire Interest or a portion of its Interest. See Section 4.
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If you tender your Interest and we purchase that Interest, you will be entitled to an amount equal to the net asset value of the Interest tendered (valued in accordance with the Partnership Agreement) determined as of December 31, 2014 (or if the Offer is extended, the net asset value determined on the Repurchase Date).
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You are entitled to an initial payment in cash (valued according to the Partnership Agreement) equal to at least 95% (100% in the case of a Partner tendering less than its entire Interest) of the unaudited net asset value of the Interest (the “Initial Payment”). The Fund may take up to 90 days after the Repurchase Date to make the Initial Payment.
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In the case of a Partner tendering its entire Interest, the Partner is also entitled to receive a contingent payment (the “Post-Audit Payment”) equal to the excess, if any, of (1) the net asset value of the Interest tendered and purchased as of the Repurchase Date (as it may be adjusted based upon the next annual audit of the Fund’s financial statements), over (2) the Initial Payment. The Post-Audit Payment will be payable promptly after the completion of the Fund’s next annual audit.
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If we accept the tender of your Interest, we will pay you the proceeds from one or more of the following sources: cash on hand, proceeds from the sale of securities held by the Fund, withdrawal proceeds from investment funds in which the Fund invests, or borrowings. The purchase amount will be paid entirely in cash. See Section 7.
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If you desire to tender an Interest for purchase, you must do so by 11:59 PM, Eastern Time, on October 31, 2014 (or if the Offer is extended, by any later Notice Due Date), at which time the Offer is scheduled to expire. Until that time, you have the right to change your mind and withdraw any tenders of your Interest. Interests withdrawn may be re-tendered, however, provided that such tenders are made before the Notice Due Date by following the tender procedures described herein. If the Fund has not yet accepted your tender of an Interest on or prior to November 17, 2014 (i.e., the date 40 business days from the commencement of the Offer), you will also have the right to withdraw the tender of your Interest after such date. See Section 6.
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If you would like us to purchase your Interest, you should complete, sign and either (i) mail or otherwise deliver the Letter of Transmittal, enclosed with the Offer, to Hatteras Master Fund, L.P., c/o UMB Fund Services, Inc. at 235 W. Galena St., Milwaukee, Wisconsin 53212-3948, Attention: Tender Offer Administrator; or (ii) fax it to UMB Fund Services, Inc. (“UMBFS”) at (816) 860-3138, Attention: Tender Offer Administrator, so that it is received before 11:59 PM, Eastern Time, on October 31, 2014. See Section 5. The value of your Interests may change between July 31, 2014 (the last time net asset value was calculated) and the Repurchase Date when the value of the Interests being purchased will be determined. See Section 3.
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As of July 31, 2014, the net asset value of the Fund was $1,068,762,434. If you would like to obtain the estimated net asset value of your Interest, which we calculate from time to time, based upon the information we receive from the managers of the investment funds in which we invest, you may contact the Tender Offer Administrator at UMBFS at (800) 504-9070 or at the address listed on the cover page of the Letter of Transmittal, Monday through Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time). See Section 3.
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2.
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BACKGROUND AND PURPOSE OF THE OFFER.
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3.
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OFFER TO PURCHASE AND PRICE.
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4.
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AMOUNT OF TENDER.
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5.
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PROCEDURE FOR TENDERS.
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6.
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WITHDRAWAL RIGHTS.
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7.
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PURCHASES AND PAYMENT.
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8.
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CERTAIN CONDITIONS OF THE OFFER.
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9.
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CERTAIN INFORMATION ABOUT THE FUND.
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10.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
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11.
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MISCELLANEOUS.
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PLEASE FAX OR MAIL TO:
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HATTERAS MASTER FUND
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FAX: (816) 860-3138
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Attention: Tender Offer Administrator
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Attention: Tender Offer Administrator
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c/o UMB Fund Services
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235 W. Galena St.
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FOR ADDITIONAL INFORMATION:
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Milwaukee, WI 53212-3948
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PHONE: (800) 504-9070
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Hatteras Account #:
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Full Account Registration Line 1:
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Full Account Registration Line 2:
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Telephone Number:
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Advisor Firm Name:
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Advisor Rep Name
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Advisor Telephone Number:
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FOR CUSTODIAL ACCOUNTS ONLY (IRA, 401k, ETC.)
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Custodial Account #:
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Custodian Name:
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Custodian Address:
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Custodian City, State, Zip:
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Custodian Telephone Number:
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Bank Name:
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ABA Routing Number:
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For Credit to:
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Name(s) on Bank Account:
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Bank Account Number:
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For Further Credit to:
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Name(s) on Investors Account:
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Investor Account Number at Broker:
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Signature
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Print Name of Authorized Signatory (and Title if applicable)
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Date |
Signature
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Print Name of Authorized Signatory (and Title if applicable)
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Date |
Signature
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Print Name of Authorized Signatory (and Title if applicable)
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Date |
FOR INDIVIDUAL INVESTORS
AND JOINT TENANTS:
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FOR OTHER INVESTORS:
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Signature
(SIGNATURE OF OWNER(S) EXACTLY AS APPEARED ON SUBSCRIPTION AGREEMENT)
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Print Name of Investor
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Print Name of Investor
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Signature
(SIGNATURE OF OWNER(S) EXACTLY AS APPEARED ON SUBSCRIPTION AGREEMENT)
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Joint Tenant Signature if necessary
(SIGNATURE OF OWNER(S) EXACTLY AS APPEARED ON SUBSCRIPTION AGREEMENT)
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Print Name of Signatory and Title
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Print Name of Joint Tenant
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Co-signatory if necessary
(SIGNATURE OF OWNER(S) EXACTLY AS APPEARED ON SUBSCRIPTION AGREEMENT)
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Print Name and Title of Co-signatory
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Date:______________
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