N-CSRS 1 fp0070616_ncsrs.htm

As filed with the U.S. Securities and Exchange Commission on December 06, 2021

 

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 811-21986

 

Hatteras Core Alternative Institutional 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, 2021

 

 

 

Item 1. Reports to Stockholders.

 

(a)

 

 

Semi-Annual Report

SEPTEMBER 30, 2021

 

 

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.

 

 

Hatteras Core Alternatives Fund

 

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 period ended September 30, 2021
(Unaudited)

 

 

 

Hatteras Core Alternatives Fund

As of and for the period ended September 30, 2021
(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 CORE ALTERNATIVES FUND
(each a Delaware Limited Partnership)

 

Statements of Assets, Liabilities and Partners’ Capital

September 30, 2021 (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

  $ 45,965,941     $ 57,775,778     $ 54,944,486     $ 145,987,450  

Cash and cash equivalents

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

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

    3,665,827       4,991,665       3,863,329       10,138,430  

Other receivables

          177,699             422,301  

Prepaid assets

    52,020       65,583       61,611       162,865  

Total assets

  $ 49,883,788     $ 63,215,725     $ 59,069,426     $ 156,916,046  

Liabilities and partners’ capital

                               

Withdrawals payable

  $ 2,921,329     $ 4,059,752     $ 2,983,387     $ 7,808,428  

Servicing fees payable

    26,988       34,151       31,965       84,827  

Performance allocation

    744,498       931,913       879,942       2,330,002  

Professional fees payable

    38,049       134,887       35,245       269,726  

Printing fees payable

    2,548       2,914       2,537       2,834  

Accounting, administration and transfer agency fees payable

    18,887       27,426       18,590       35,812  

Custodian fees payable

    135       1,041       178       1,059  

Other payables

    580       2,128       487       2,739  

Total liabilities

    3,753,014       5,194,212       3,952,331       10,535,427  

Partners’ capital

    46,130,774       58,021,513       55,117,095       146,380,619  

Total liabilities and partners’ capital

  $ 49,883,788     $ 63,215,725     $ 59,069,426     $ 156,916,046  

Components of partners’ capital

                               

Paid-in capital

  $ 4,198,404     $ 10,880,480     $ 4,433,393     $ (12,779,839 )

Total distributable earnings

    41,932,370       47,141,033       50,683,702       159,160,458  

Partners’ capital

  $ 46,130,774     $ 58,021,513     $ 55,117,095     $ 146,368,660  

Net asset value per unit

  $ 156.08     $ 151.63     $ 164.58     $ 160.53  

Maximum offering price per unit**

  $ 159.27     $ 154.72     $ 164.58     $ 160.53  

Number of authorized units

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

Number of outstanding units

    295,558.32       382,657.49       334,897.35       911,884.06  

 

*

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 CORE ALTERNATIVES FUND
(each a Delaware Limited Partnership)

 

Statements of Operations

For the period ended September 30, 2021 (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

  $ 94,668     $ 119,766     $ 112,165     $ 297,805  

Operating expenses

    (404,295 )     (511,683 )     (479,221 )     (1,272,320 )

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

    (309,627 )     (391,917 )     (367,056 )     (974,515 )

Feeder Fund investment income

                               

Interest

    1       1       1       1  

Total Feeder Fund investment income

    1       1       1       1  

Feeder Fund expenses

                               

Servicing fee

    160,539       202,713       190,222       503,448  

Accounting, administration and transfer agency fees

    41,955       60,223       43,326       77,922  

Insurance fees

    29,332       37,005       34,113       90,843  

Professional fees

    35,577       16,922       35,158       16,796  

Printing fees

    5,408       5,217       5,271       5,149  

Custodian fees

    2,486       2,488       2,518       2,506  

Witholding tax

          17,014             28,923  

Other expenses

    1,570       2,909       1,652       2,955  

Total Feeder Fund expenses

    276,867       344,491       312,260       728,542  

Net investment income/(loss)

    (586,493 )     (736,407 )     (679,315 )     (1,703,056 )

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

    9,089,307       11,499,097       10,768,706       28,593,669  

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

    (6,179,716 )     (7,822,229 )     (7,327,072 )     (19,454,950 )

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

    2,909,591       3,676,868       3,441,634       9,138,719  

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

  $ 2,323,098     $ 2,940,461     $ 2,762,319     $ 7,435,663  

 

*

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 CORE ALTERNATIVES FUND
(each a Delaware Limited Partnership)

 

Statements of Changes in Partners’ Capital

For the years ended March 31, 2021 and for the period ended September 30, 2021 (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, 2020

  $ 45,873,494     $ 58,262,320     $ 53,160,074     $ 142,420,153  

Capital contributions

                       

Capital withdrawals

    (10,844,813 )     (12,997,769 )     (11,217,367 )     (29,975,108 )

Performance allocation

    (896,532 )     (1,037,157 )     (1,057,256 )     (2,625,852 )

Net investment income/(loss)

    (916,271 )     (1,963,621 )     (1,032,200 )     (4,342,130 )

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

    4,921,904       6,205,717       5,724,160       15,259,888  

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

    11,142,787       14,085,331       13,003,802       34,684,105  

Partners’ Capital, at March 31, 2021

  $ 49,280,569     $ 62,554,821     $ 58,581,213     $ 155,421,056  

Capital contributions

    149,998                    

Capital withdrawals

    (5,392,286 )     (7,181,810 )     (5,952,681 )     (15,738,746 )

Performance allocation

    (230,605 )     (291,959 )     (273,756 )     (737,354 )

Net investment income/(loss)

    (586,493 )     (736,407 )     (679,315 )     (1,703,056 )

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

    9,089,307       11,499,097       10,768,706       28,593,669  

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

    (6,179,716 )     (7,822,229 )     (7,327,072 )     (19,454,950 )

Partners’ Capital, at September 30, 2021

  $ 46,130,774     $ 58,021,513     $ 55,117,095     $ 146,380,619  

 

*

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.

 

3

 

 

 

HATTERAS CORE ALTERNATIVES FUND
(each a Delaware Limited Partnership)

 

Statements of Cash Flows

For the period ended September 30, 2021 (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

  $ 2,323,098     $ 2,940,461     $ 2,762,319     $ 7,435,663  

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

                               

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

    5,821,788       7,972,590       6,629,334       17,570,521  

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

    309,627       391,917       367,056       974,515  

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

    (9,089,307 )     (11,499,097 )     (10,768,706 )     (28,593,669 )

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

    6,179,716       7,822,229       7,327,072       19,454,950  

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

    510,722       (433,464 )     (366,148 )     (789,550 )

(Increase)/Decrease in other receivables

    125       (177,699 )     164       (421,681 )

(Increase)/Decrease in prepaid assets

    (27,431 )     (34,558 )     (33,116 )     (86,872 )

Increase/(Decrease) in servicing fees payable

    (134 )     127       521       1,371  

Increase/(Decrease) in professional fees payable

    4,949       111,987       5,145       246,426  

Increase/(Decrease) in printing fees payable

    811       609       787       653  

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

    (3,118 )     (3,179 )     (3,201 )     (3,175 )

Increase/(Decrease) in custodian fees payable

    (1,081 )     (1,466 )     (1,038 )     (1,458 )

Increase/(Decrease) in other payables

    580       2,037       487       2,739  

Net cash provided by operating activities

    6,030,345       7,092,494       5,920,676       15,790,433  

Cash flows from financing activities:

                               

Capital contributions

    149,998                    

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

    (6,133,613 )     (7,040,304 )     (5,860,289 )     (15,686,551 )

Net cash used in financing activities

    (5,983,615 )     (7,040,304 )     (5,860,289 )     (15,686,551 )

Net change in cash and cash equivalents

    46,730       52,190       60,387       103,882  

Cash and cash equivalents at beginning of year

    153,270       152,810       139,613       101,118  

Cash and cash equivalents at end of year

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

Supplemental disclosure of withholding tax paid

  $     $ 800,637     $     $ 1,875,268  

 

*

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 CORE ALTERNATIVES FUND
(each a Delaware Limited Partnership)

 

Notes to Financial Statements

As of and for the period ended September 30, 2021 (Unaudited)

 

1.

ORGANIZATION

 

The Hatteras Core Alternatives 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. Hatters Funds, LP, doing business as Hatteras Investment Partners (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, 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 objectives 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, 2021 are:

 

Hatteras Core Alternatives Fund, L.P.

15.09%

Hatteras Core Alternatives TEI Fund, L.P.

18.96%

Hatteras Core Alternatives Institutional Fund, L.P.

18.03%

Hatteras Core Alternatives TEI Institutional Fund, L.P.

47.92%

 

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 CORE ALTERNATIVES FUND
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the period ended September 30, 2021 (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 change in unrealized appreciation and depreciation from the Master Fund.

 

c.

Feeder Fund 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 trading 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, 2017 through December 31, 2020, the Feeder Funds are open to examination by major tax jurisdictions under the statute of limitations.

 

Management has reviewed any potential tax positions as of September 30, 2021 and determined that the Feeder Funds do not have a liability for any unrecognized tax benefits. 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 period ended September 30, 2021, 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 CORE ALTERNATIVES FUND
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the period ended September 30, 2021 (Unaudited)

 

2.

SIGNIFICANT ACCOUNTING POLICIES (concluded)

 

f.

Cash and Cash Equivalents

 

Cash and cash equivalents include 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, 2020

    415,269.62       536,628.64       456,745.02       1,244,215.26  

Contributions

                       

Withdrawals

    (85,470.03 )     (105,621.27 )     (84,849.94 )     (231,849.95 )

Ending Units, March 31, 2021

    329,799.59       431,007.37       371,895.08       1,012,365.31  

Contributions

    1,001.45                    

Withdrawals

    (35,242.72 )     (48,349.88 )     (36,997.72 )     (100,481.25 )

Ending Units, September 30, 2021

    295,558.32       382,657.49       334,897.36       911,884.06  

 

7

 

 

 

HATTERAS CORE ALTERNATIVES FUND
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the period ended September 30, 2021 (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 $230,605, $291,959, $273,756, and $737,354 for the period ended September 30, 2021, 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 by the Investment Manager a portion of the management fee the Investment Manager received from the Master Fund and Performance Allocation, if any.

 

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

 

As of September 30, 2021, Limited Partners who are affiliated with the Investment Manager owned $1,457,495 (2.51% of partners’ capital) of Hatteras Core Alternatives Institutional Fund, L.P., and $751,446 (0.49% 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 objectives will be met.

 

8

 

 

 

HATTERAS CORE ALTERNATIVES FUND
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the period ended September 30, 2021 (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 repurchase during the period ended September 30, 2021 for Limited Partners with capital balances below a specified minimum of $20,000 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 period ended September 30, 2021.

 

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 CORE ALTERNATIVES FUND
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the period ended September 30, 2021 (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, 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)

    (8.93 )     (10.55 )     (0.74 )     (1.43 )

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

    (3.46 )     (1.99 )     (12.38 )     (11.85 )

Total from investment operations

    (12.39 )     (12.54 )     (13.12 )     (13.28 )

Unit Value, March 31, 2020

    110.47       108.57       116.39       114.47  

Income from investment operations:

                               

Net investment income/(loss)

    (2.38 )     (3.94 )     (2.44 )     (3.76 )

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

    41.34       40.51       43.57       42.81  

Total from investment operations

    38.96       36.57       41.13       39.05  

Unit Value, March 31, 2021

    149.43       145.14       157.52       153.52  

Income from investment operations:

                               

Net investment income/(loss)

    (7.31 )     (8.53 )     (1.59 )     (1.86 )

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

    13.96       15.02       8.65       8.87  

Total from investment operations

    6.65       6.49       7.06       7.01  

Unit Value, September 30, 2021

  $ 156.08     $ 151.63     $ 164.58     $ 160.53  

 

 

10

 

 

 

HATTERAS CORE ALTERNATIVES FUND
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the period ended September 30, 2021 (Unaudited)

 

8.

FINANCIAL HIGHLIGHTS (continued)

 

   

For the
period ended
September 30,
2021
(Unaudited)

   

For the Years Ended March 31,

 

Hatteras Core Alternatives Fund, L.P.

 

2021

   

2020

   

2019

   

2018

   

2017

 

Total return before Performance Allocation

    4.92 %     37.17 %     (10.06 %)     9.04 %     6.20 %     4.92 %

Performance Allocation

    (0.47 %)     (1.90 %)     (0.02 %)     (0.69 %)     (0.02 %)     0.00 %

Total return after Performance Allocation

    4.45 %     35.27 %     (10.08 %)     8.35 %     6.18 %     4.92 %

Net investment income/(loss)1

    (2.40 %)     (1.94 %)     (1.53 %)     (1.53 %)     (1.90 %)     (1.44 %)

Operating expenses, excluding Performance Allocation1,2,3

    2.79 %     2.77 %     2.51 %     2.30 %     2.56 %     2.42 %

Performance Allocation1

    0.47 %     1.90 %     0.02 %     0.69 %     0.02 %     0.00 %

Net expenses1

    3.26 %     4.67 %     2.53 %     2.99 %     2.58 %     2.42 %

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

  $ 46,131     $ 49,281     $ 45,873     $ 64,607     $ 74,911     $ 90,373  

Portfolio turnover rate (Master Fund)

    11.52 %     3.66 %     7.96 %     9.62 %     18.90 %     6.49 %

 

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 and interest expense from the Master Fund. For the period ended September 30, 2021 and for the years ended March 31, 2021 - 2017, the ratios of credit facility fees and interest expense to average partners’ capital allocated from the Master Fund were 0.06%, 0.10%, 0.04%, 0.05%, 0.02%, and 0.09%, respectively. For the period ended September 30, 2021 and for the years ended March 31, 2021 - 2017, the ratios of operating expenses excluding allocated credit facility fees and interest expense to average partners’ capital were 2.73%, 2.67%, 2.47%, 2.25%, 2.54%, and 2.33%, respectively.

 

 

 

11

 

 

 

HATTERAS CORE ALTERNATIVES FUND
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the period ended September 30, 2021 (Unaudited)

 

8.

FINANCIAL HIGHLIGHTS (continued)

 

   

For the
period ended
September 30,
2021
(Unaudited)

   

For the Years Ended March 31,

 

Hatteras Core Alternatives
TEI Fund, L.P.

 

2021

   

2020

   

2019

   

2018

   

2017

 

Total return before Performance Allocation

    4.94 %     35.43 %     (10.36 %)     8.83 %     6.06 %     4.88 %

Performance Allocation

    (0.47 %)     (1.75 %)     0.00 %     (0.67 %)     (0.32 %)     0.00 %

Total return after Performance Allocation

    4.47 %     33.68 %     (10.36 %)     8.16 %     5.74 %     4.88 %

Net investment income/(loss)1

    (2.38 %)     (3.31 %)     (1.87 %)     (1.71 %)     (2.01 %)     (1.50 %)

Operating expenses, excluding Performance Allocation1,2,3

    2.77 %     4.13 %     2.85 %     2.49 %     2.66 %     2.49 %

Performance Allocation1

    0.47 %     1.75 %     0.00 %     0.67 %     0.32 %     0.00 %

Net expenses1

    3.24 %     5.88 %     2.85 %     3.16 %     2.98 %     2.49 %

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

  $ 58,022     $ 62,555     $ 58,262     $ 83,498     $ 96,872     $ 118,573  

Portfolio turnover rate (Master Fund)

    11.52 %     3.66 %     7.96 %     9.62 %     18.90 %     6.49 %

 

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 and interest expense from the Master Fund. For the period ended September 30, 2021 and the years ended March 31, 2021 - 2017, the ratios of credit facility fees and interest expense to average partners’ capital allocated from the Master Fund were 0.06 %, 0.10%, 0.04%, 0.05%, 0.02%, and 0.09%,respectively; and the ratios of witholding tax to average partners’ capital were 0.03%, 1.40%, 0.43%, 0.19%, 0.23%, 0.16%, and 0.22%, respectively. For the period ended September 30, 2021 and the years ended March 31, 2021 - 2017, the ratios of operating expenses excluding witholding tax, allocated credit facility fees and interest expense to average partners’ capital were 2.68%, 2.63%, 2.38%, 2.25%, 2.41%, and 2.24%, respectively.

 

12

 

 

 

HATTERAS CORE ALTERNATIVES FUND
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the period ended September 30, 2021 (Unaudited)

 

8.

FINANCIAL HIGHLIGHTS (continued)

 

   

For the
period ended
September 30,
2021
(Unaudited)

   

For the Years Ended March 31,

 

Hatteras Core Alternatives
Institutional Fund, L.P.

 

2021

   

2020

   

2019

   

2018

   

2017

 

Total return before Performance Allocation

    4.95 %     37.28 %     (10.11 %)     9.18 %     6.27 %     5.26 %

Performance Allocation

    (0.47 %)     (1.94 %)     (0.02 %)     (0.70 %)     (0.17 %)     0.00 %

Total return after Performance Allocation

    4.48 %     35.34 %     (10.13 %)     8.48 %     6.10 %     5.26 %

Net investment income/(loss)1

    (2.34 %)     (1.89 %)     (1.53 %)     (1.46 %)     (1.83 %)     (1.12 %)

Operating expenses, excluding Performance Allocation1,2,3

    2.73 %     2.71 %     2.50 %     2.24 %     2.48 %     2.10 %

Performance Allocation1

    0.47 %     1.94 %     0.02 %     0.70 %     0.17 %     0.00 %

Net expenses1

    3.20 %     4.65 %     2.52 %     2.94 %     2.65 %     2.10 %

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

  $ 55,117     $ 58,581     $ 53,160     $ 73,552     $ 83,812     $ 99,772  

Portfolio turnover rate (Master Fund)

    11.52 %     3.66 %     7.96 %     9.62 %     18.90 %     6.49 %

 

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 and interest expense from the Master Fund. For the period ended September 30, 2021 and the years ended March 31, 2021 - 2017, the ratios of credit facility fees and interest expense to average partners’ capital allocated from the Master Fund were 0.06%, 0.10%, 0.04%, 0.05%, 0.02%, and 0.09%, respectively. For the period ended September 30, 2021 and the years ended March 31, 2021 - 2017, the ratios of operating expenses excluding allocated credit facility fees and interest expense to average partners’ capital were 2.67%, 2.61%, 2.46%, 2.19%, 2.46%, and 2.01%, respectively.

 

 

13

 

 

 

HATTERAS CORE ALTERNATIVES FUND
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Continued)

As of and for the period ended September 30, 2021 (Unaudited)

 

8.

FINANCIAL HIGHLIGHTS (concluded)

 

   

For the
period ended
September 30,
2021
(Unaudited)

   

For the Years Ended March 31,

 

Hatteras Core Alternatives
TEI Institutional Fund, L.P.

 

2021

   

2020

   

2019

   

2018

   

2017

 

Total return before Performance Allocation

    5.05 %     35.91 %     (10.40 %)     8.98 %     6.25 %     5.28 %

Performance Allocation

    (0.48 %)     (1.80 %)     0.00 %     (0.68 %)     (0.17 %)     0.00 %

Total return after Performance Allocation

    4.57 %     34.11 %     (10.40 %)     8.30 %     6.08 %     5.28 %

Net investment income/(loss)1

    (2.22 %)     (2.98 %)     (1.82 %)     (1.66 %)     (1.86 %)     (1.11 %)

Operating expenses, excluding Performance Allocation1,2,3

    2.61 %     3.80 %     2.80 %     2.43 %     2.51 %     2.09 %

Performance Allocation1

    0.48 %     1.80 %     0.00 %     0.68 %     0.17 %     0.00 %

Net expenses1

    3.09 %     5.60 %     2.80 %     3.11 %     2.68 %     2.09 %

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

  $ 146,381     $ 155,421     $ 142,420     $ 198,405     $ 226,756     $ 270,556  

Portfolio turnover rate (Master Fund)

    11.52 %     3.66 %     7.96 %     9.62 %     18.90 %     6.49 %

 

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 and interest expense from the Master Fund. For the period ended September 30, 2021 and the years ended March 31, 2021 - 2017, the ratios of credit facility fees and interest expense to average partners’ capital allocated from the Master Fund were 0.06%, 0.10%, 0.04%, 0.05%, 0.02%, and 0.09%, respectively; and the ratios of witholding tax to average partners’ capital were 0.02% 1.24%, 0.46%, 0.25%, 0.22%, and 0.14%, respectively. For the period ended September 30, 2021 and the years ended March 31, 2021 - 2011, the ratios of operating expenses excluding witholding tax, allocated credit facility fees and interest expense to average partners’ capital were 2.53%, 2.46%, 2.30%, 2.13%, 2.27%, and 1.84%, respectively.

 

14

 

 

 

HATTERAS CORE ALTERNATIVES FUND
(each a Delaware Limited Partnership)

 

Notes to Financial Statements (Concluded)

As of and for the period ended September 30, 2021 (Unaudited)

 

9. RECENT ACCOUNTING PRONOUNCEMENTS

 

In October 2020, the SEC adopted new Rule 12d1-4 under the 1940 Act and other regulatory changes which are expected to be effective on or about January 19, 2022. Those changes are intended to streamline and enhance the regulatory framework for investments by one fund into another fund or ‘fund-of-funds arrangements.’ These regulatory changes may limit a Fund’s ability to pursue its principal investment strategies by investing in other investment companies or pooled investment vehicles or to invest in those investment companies or pooled investment vehicles it believes are most desirable. Management is currently assessing the potential impact of the new rule on the Funds’ financial statements.

 

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, 2021 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 23, 2021 and submitted tender requests from October 1, 2021 through the date of expiration of the tender offer that exceeded the 5.00% of partners’ capital of each of the Feeder Funds. As several Feeder Funds are oversubscribed, Management is estimating the following amounts will be tendered:

 

Hatteras Core Alternatives Fund, L.P.

  $ 832,354  

Hatteras Core Alternatives TEI Fund, L.P.

  $ 3,104,106  

Hatteras Core Alternatives Institutional Fund, L.P.

  $ 2,905,039  

Hatteras Core Alternatives TEI Institutional Fund, L.P.

  $ 7,709,657  

 

15

 

 

 

HATTERAS CORE ALTERNATIVES FUND
(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 Investment Partners, 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, 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 Investment Partners (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, 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, 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, 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, 1950

Director; Audit Committee Member

Since 2013

Private Investor (2012 to Present).

6

 

1

The “Fund Complex” consists of, as of September 30, 2021, the Feeder Funds and the Master Fund.

2

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

 

16

 

 

 

HATTERAS CORE ALTERNATIVES FUND
(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 Investment Partners, 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

     

William Woolverton2

January 1951

Chief Compliance Officer

Since 2021

Senior Compliance Advisor, Cipperman Compliance Services LLC (from 2020 to present); Operating Partner, Altamont Capital Partners (2021 to present); Chairman of Independent Trustees, Thomas White Funds (2016 to present); Managing Director and Head of Legal US, Waystone LLC (2016 to 2019).

N/A

Allison Zollicoffer
March, 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

Brittney L. Chick-Reny
February, 1993

Secretary

Since 2019

Director of Operations, Hatteras Investment Partners (2019 to present); Operations Associate (2019).

N/A

 

1

The “Fund Complex” consists of, as of September 30, 2021, the Feeder Funds and the Master Fund.

2

Mark DeAngelis resigned as Chief Compliance Officer effective May 28, 2021 and William Woolverton was appointed as Chief Compliance Officer effective May 28, 2021.

 

17

 

 

 

HATTERAS CORE ALTERNATIVES FUND
(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, 2021 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 as an exhibit to its reports on Form N-PORT. The Feeder Funds’ Form N-PORT 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 period ended September 30, 2021
(Unaudited)

 

 

 

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

 

As of and for the period ended September 30, 2021
(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

 

 

 

 

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

 

Schedule of Investments

September 30, 2021 (Unaudited)

 

INVESTMENT OBJECTIVE AS A PERCENTAGE OF TOTAL PARTNERS’ CAPITAL

 

Percentages are as follows:

 

 

Investments in Adviser Funds — (95.74%)

 

 

Cost

   

Fair Value

 

Event Driven — (5.61%)

                 

Harbinger Capital Partners Fund I, L.P. (Acquired 10/1/2007)(a)(b)(c)(d)

    $ 11,188,445     $ 91,029  

Harbinger Credit Distressed Blue Line Fund, L.P. (Acquired 4/1/2010)(a)(b)(c)(e)

      12,326,927       1,518,347  

King Street Capital, L.P. (Acquired 12/1/2017)(a)(b)(c)(e)

      614,414       595,035  

SGOF Liquidating Master LTD. (Acquired 6/30/2020) (a)(b)(c)(d)

      415,758       1,109,566  

Sculptor Asia Domestic Partners, L.P. (Acquired 1/1/2006)(a)(b)(c)(d)

      1,511       503  

Third Point Partners Qualified, L.P. (Acquired 8/1/2017)(a)(b)(c)(e)

 

    7,952,500       13,776,271  

Total Event Driven

 

    32,499,555       17,090,751  
                   

Long Short Equity — (1.01%)

 

               

PIPE Equity Partners (Acquired 10/1/2004)(a)(b)(c)

      3,845,244       134  

PIPE Select Fund, LLC (Acquired 10/1/2004)(a)(b)(c)

      3,218,604       2,155,093  

Valiant Capital Partners, L.P. (Acquired 9/1/2008)(a)(b)(c)(e)

 

    352,422       909,767  

Total Long Short Equity

 

    7,416,270       3,064,994  
                   

Macro — (4.62%)

 

               

Aspect US Fund LLC - Diversified Class (Acquired 10/10/2017)(a)(b)(e)

      5,939,110       6,927,854  

Graham Absolute Return Trading Ltd. (Acquired 12/1/2017)(a)(b)(e)

      6,507,802       7,051,623  

Touradji Private Equity Onshore Fund, LTD. (Acquired 3/1/2009)(a)(b)(c)(d)(i)

 

    1,773,871       98,980  

Total Macro

 

    14,220,783       14,078,457  
                   

Relative Value — (3.83%)

 

               

BDCM Partners I, L.P. (Acquired 2/1/2012)(a)(b)(c)

      3,659,061       3,288,054  

D.E. Shaw Composite Fund, LLC (Acquired 4/1/2006) (a)(b)(c)

      122,770       123,929  

Drawbridge Special Opportunities Fund, L.P. (Acquired 4/1/2006)(a)(b)(c)

      154,567       155,561  

HBK Multi-Strategy Fund, L.P. (Acquired 7/1/2017)(a)(b)(c)(e)

      6,612,983       8,060,412  

Stark Investments, L.P. (Acquired 11/1/2010)(a)(b)(c)

      50,084       16,807  

 

See notes to financial statements.

 

1

 

 

 

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

 

Schedule of Investments (Continued)

September 30, 2021

 

Relative Value — (3.83%) (continued)

 

 

Cost

   

Fair Value

 

Stark Select Asset Fund, LLC (Acquired 2/1/2010)(a)(b)(c)

 

  $ 19,907     $ 17,754  

Total Relative Value

 

    10,619,372       11,662,517  
                   

Private Investments — (80.67%)

 

               

ABRY Advanced Securities Fund III, L.P. (Acquired 6/1/2014)(a)(b)(d)

      3,223,742       2,949,847  

ABRY Advanced Securities Fund, L.P. (Acquired 8/1/2008)(a)(b)(d)

      229,936       65,278  

ABRY Partners VI, L.P. (Acquired 3/3/2008)(a)(b)

      1,459,833       134,327  

ABRY Partners VII, L.P. (Acquired 11/8/2011)(a)(b)

      1,852,727       1,576,162  

ABRY Partners VIII, L.P. (Acquired 5/1/2015)(b)(d)

      1,017,025       669,815  

Accel-KKR Capital Partners III, L.P. (Acquired 9/30/2008)(a)(b)

            31,879  

Accel-KKR Capital Partners IV, L.P. (Acquired 7/1/2013)(b)

      1,392,580       3,122,759  

Angeles Equity Partners I, L.P. (Acquired 1/11/2016)(b)(e)

      924,867       1,027,594  

Arclight Energy Partners Fund V, L.P. (Acquired 7/1/2006)(a)(b)

      2,438,397       1,175,496  

Ascendent Capital Partners I, L.P. (Acquired 7/1/2012)(b)(d)(e)

      1,037,699       259,502  

BDCM Opportunity Fund II, L.P. (Acquired 3/1/2006)(b)(e)

      1,167,845       559,918  

Benson Elliot Real Estate Partners II, L.P. (Acquired 6/1/2006)(a)(b)(g)

      2,644,874       136,205  

Cadent Energy Partners II, L.P. (Acquired 2/1/2008)(b)(e)

      4,667,188       3,843,861  

Canaan Natural Gas Fund X, L.P. (Acquired 8/7/2008)(a)(b)(i)

      6,152,300        

CDH Fund IV, L.P. (Acquired 7/13/2010)(b)(d)

      1,035,991       2,193,941  

China Special Opportunities Fund III, L.P. (Acquired 1/18/2011)(b)(d)

      3,963,968       7,636,938  

Claremont Creek Ventures II, L.P. (Acquired 11/22/2008)(a)(b)

      2,946,392       1,395,641  

Claremont Creek Ventures, L.P. (Acquired 12/1/2005)(a)(b)

      1,476,005       8,560  

Colony Investors VII, L.P. (Acquired 3/1/2006)(a)(b)

      2,221,355       31,700  

Colony Investors VIII, L.P. (Acquired 10/12/2006)(b)

      6,143,940       148,100  

Crosslink Crossover Fund V, L.P. (Acquired 3/1/2007)(a)(b)

      234,054       339,308  

Crosslink Crossover Fund VI, L.P. (Acquired 5/31/2011)(a)(b)

      2,252,139       7,398,557  

CX Partners Fund LTD. (Acquired 4/1/2009)(b)(d)

      1,573,631       1,411,381  

Dace Ventures I, L.P. (Acquired 6/1/2007)(a)(b)

      2,300,695       990,663  

Darwin Private Equity I, L.P. (Acquired 8/1/2007)(b)(g)

      4,723,624       780,655  

EMG AE Permian Co-Investment, L.P. (Acquired 7/1/2014)(a)(b)(e)

      3,000,000        

EMG Ascent 2016, L.P. (Acquired 12/28/2015)(a)(b)(e)

      4,203,815       5,055,665  

EMG Ascent Secondary Fund, L.P. (Acquired 9/7/2017)(a)(b)(e)

      116,829       167,940  

EnerVest Energy Institutional Fund X-A, L.P. (Acquired 6/1/2005)(a)(b)

      2,155,939       4,841  

EnerVest Energy Institutional Fund XI-A, L.P. (Acquired 4/1/2007)(a)(b)

      6,143,719       28,643  

Fairhaven Capital Partners, L.P. (Acquired 3/1/2008)(a)(b)(e)

      4,526,074       1,568,051  

Florida Real Estate Value Fund, L.P. (Acquired 11/12/2010)(b)

            8,372  

Forum European Realty Income III, L.P. (Acquired 2/1/2008)(b)(d)

      1,946,826       203,944  

Garrison Opportunity Fund, LLC (Acquired 1/12/2010)(a)(b)

            158,710  

Garrison Opportunity Fund II A, LLC (Acquired 3/8/2011)(a)(b)

            1,051,729  

Gavea Investment Fund II, L.P. (Acquired 5/1/2007)(a)(b)(d)

            20,661  

Gavea Investment Fund III, L.P. (Acquired 9/18/2008)(a)(b)(d)

            103,086  

Glade Brook Private Investors III LLC (Acquired 11/1/2014)(a)(b)(e)

      3,219,253       2,631,433  

 

 

See notes to financial statements.

 

2

 

 

 

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

 

Schedule of Investments (Continued)

September 30, 2021

 

Private Investments — (80.67%) (continued)

 

 

Cost

   

Fair Value

 

Glade Brook Private Opportunities Fund, LLC (Acquired 5/1/2015)(a)(b)(e)

    $ 586,393     $ 334,759  

Glade Brook Private Investors X LLC (Acquired 11/08/2017)(a)(b)

             

Great Point Partners I, L.P. (Acquired 4/1/2006)(a)(b)

      985,634       295,494  

Greenfield Acquisition Partners V,L.P. (Acquired 4/1/2008)(b)

      2,331,247       52,629  

GTIS Brazil Real Estate Fund, L.P. (Acquired 7/25/2008)(b)(e)

      6,052,585       4,419,734  

Halifax Capital Partners II, L.P. (Acquired 8/1/2012)(b)

      1,690       47,458  

Halifax Capital Partners III, L.P. (Acquired 8/1/2012)(b)

      2,947,239       954,534  

Hancock Park Capital III, L.P. (Acquired 3/1/2006)(a)(b)

      808,899       232,856  

Intervale Capital Fund, L.P. (Acquired 2/1/2008)(a)(b)

      2,441,210       2,400,131  

J.C. Flowers III, L.P. (Acquired 10/1/2009)(b)(d)

      3,413,082       707,789  

L C Fund V, L.P. (Acquired 7/1/2011)(b)(d)

      2,586,240       3,250,393  

Light Street Argon, L.P. (Acquired 5/1/2014)(a)(b)(e)

      757,340       864,967  

Light Street SPVH, L.P. (Acquired 8/25/2015)(a)(b)(e)

      2,000,000       2,358,297  

Lighthouse Capital Partners VI, L.P. (Acquired 2/1/2007)(a)(b)

      83,588       6,774  

Lyfe Capital Fund, L.P. (Acquired 11/6/2015)(b)(d)

      2,184,828       5,628,431  

Merit Energy Partners F-II, L.P. (Acquired 3/1/2006)(a)(b)

      1,060,483       186,052  

Mid Europa Fund III, L.P. (Acquired 10/1/2007)(b)(h)

      3,329,845       9,487  

Monomoy Capital Partners III, L.P. (Acquired 5/6/2011)(b)

      1,998,476       2,228,749  

Natural Gas Partners IX, L.P. (Acquired 12/1/2005)(b)

      564,297       293,523  

New Horizon Capital III, L.P. (Acquired 1/1/2009)(b)(d)

      445,772       1,410,666  

NGP Energy Technology Partners II, L.P. (Acquired 1/23/2009)(b)

      3,383,433       1,809,126  

NGP Midstream & Resources Follow-On Fund, L.P. (Acquired 10/7/2007)(b)

      649,307       1,427,440  

NGP Midstream & Resources, L.P. (Acquired 10/7/2007)(b)

      2,507,471       434,750  

Northstar Equity Partners III Limited (Acquired 6/1/2011)(b)(d)(e)

      2,628,680       2,468,540  

ORBIS Real Estate Fund I, L.P. (Acquired 11/1/2006)(a)(b)(f)

      2,254,564       277,437  

Orchid Asia IV, L.P. (Acquired 8/1/2007)(b)(d)(e)

      2,330,156       12,990,275  

Patron Capital III, L.P. (Acquired 3/1/2007)(b)(g)

      3,654,448       280,917  

Phoenix Asia Real Estate Investments L.P. (Acquired 9/24/2007)(a)(b)(d)

      2,235,211       1,912,115  

Pine Brook Capital Partners, L.P. (Acquired 2/1/2008)(b)

      4,596,155       830,666  

Private Equity Investment Fund IV, L.P. (Acquired 3/1/2006)(a)(b)(e)

      1,178,935       183,968  

Private Equity Investment Fund V, L.P (Acquired 4/1/2009)(a)(b)(e)

      12,442,342       6,837,500  

Rockwood Capital Real Estate Partners Fund VII, L.P. (Acquired 9/1/2006)(b)

      2,913,547       45,784  

Roundtable Healthcare Partners II, L.P. (Acquired 10/29/2010)(a)(b)

            1,536  

Roundtable Healthcare Partners III, L.P. (Acquired 10/29/2010)(a)(b)(e)

      4,165,689       9,127,460  

Saints Capital VI, L.P. (Acquired 4/1/2008)(b)

      5,286,496       1,366,108  

Sanderling Venture Partners VI Co-Investment L.P. (Acquired 5/1/2005)(a)(b)

      509,878       405,802  

Sanderling Venture Partners VI, L.P. (Acquired 5/1/2005)(b)

      687,045       634,818  

SBC U.S. Fund II, L.P. (Acquired 8/30/2011)(a)(b)

      2,219,706       735,375  

Sentient Global Fund IV, L.P. (Acquired 6/1/2011)(a)(b)(e)

      5,536,592       2,197,746  

Sentient Global Resources Fund III, L.P. (Acquired 7/21/2008)(b)(d)(e)

      11,966,779       3,334,216  

 

 

See notes to financial statements.

 

3

 

 

 

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

 

Schedule of Investments (Continued)

September 30, 2021

 

Private Investments — (80.67%) (continued)

 

 

Cost

   

Fair Value

 

Singerman Real Estate Opportunity Fund, L.P. (Acquired 5/28/2012)(b)

    $ 1,019,675     $ 654,573  

Sovereign Capital L.P. III (Acquired 3/22/2010)(b)(g)

            366,487  

Square Mile Partners III, L.P. (Acquired 7/17/2008)(a)(b)

      1,791,262       26,944  

Sterling Capital Partners Venture Fund II, L.P. (Acquired 8/1/2005)(a)(b)

      1,359,210       131,895  

Sterling Group Partners III, L.P. (Acquired 4/21/2010)(a)(b)

      2,994,912       467,756  

Strategic Value Global Opportunities Fund I-A, L.P. (Acquired 11/1/2006)(a)(b)

      1,836,663       1,301,075  

Sweetwater Secondaries Fund II LP (Acquired 6/12/2018) (a)(b)(e)

      20,235,475       34,459,957  

TDR Capital AS 2013 L.P. (Acquired 12/1/2013)(a)(b)(g)

      6,184,080       19,442  

Tenaya Capital V, L.P. (Acquired 7/1/2007)(b)(e)

      1,840,989       861,546  

The Column Group, L.P. (Acquired 7/7/2007)(a)(b)(e)

      3,766,016       4,412,979  

The Energy & Minerals Group Fund II L.P. (Acquired 6/1/2011)(b)(e)

      4,040,468       5,243,132  

The Energy & Minerals Group Fund III L.P. (Acquired 10/8/2015)(b)(e)

      2,918,996       1,438,008  

The Energy & Minerals Group Fund IV L.P. (Acquired 10/8/2015)(b)(e)

      1,949,666       2,072,292  

The Founders Fund III, L.P. (Acquired 5/24/2010)(a)(b)(e)

      2,874,836       19,653,420  

The Founders Fund IV, L.P. (Acquired 1/1/2012)(a)(b)(e)

      948,913       13,531,904  

The Founders Fund VI, L.P. (Acquired 9/1/2017)(a)(b)(e)

      954,576       2,522,316  

Tiger Global Private Investments Partners X, L.P. (Acquired 12/31/2016)(b)(d)(e)

      1,760,241       5,775,718  

Tiger Global Private Investments Partners VI, L.P. (Acquired 11/8/2010)(b)(d)(e)

      2,338,362       4,490,955  

Tiger Global Private Investments Partners VII, L.P. (Acquired 2/24/2012)(b)(d)(e)

      1,685,545       2,951,995  

Towers Two Limited (Acquired 9/1/2014)(a)(b)(f)

      7,419,169       12,667,473  

TPF II, L.P. (Acquired 10/1/2008)(a)(b)

      1,814,310       177,403  

Trivest Fund IV, L.P. (Acquired 11/1/2007)(a)(b)(e)

      862,306       13,928  

Trivest Fund V, L.P. (Acquired 5/24/2013)(b)(e)

      2,177,229       2,488,727  

Trivest Growth Investment Fund (Acquired 1/17/2017)(b)(e)

      1,934,759       3,183,539  

Urban Oil and Gas Partners A-1, L.P. (Acquired 4/29/2010)(a)(b)

      6,874,263       103,000  

Urban Oil and Gas Partners B-1, L.P. (Acquired 12/1/2012)(b)

      2,144,397       2,428,715  

VCFA Private Equity Partners IV, L.P. (Acquired 3/1/2005)(b)

      1,027,985       3,910  

VCFA Venture Partners V, L.P. (Acquired 9/1/2006)(b)

      2,657,107        

Voyager Capital Fund III, L.P. (Acquired 5/1/2007)(a)(b)(e)

      1,580,421       632,029  

WCP Real Estate Fund I, L.P. (Acquired 4/1/2007)(a)(b)

      742,933       74,874  

Westview Capital Partners II, L.P. (Acquired 8/21/2009)(a)(b)

      1,556,289       1,052,484  

Zero2IPO China Fund II, L.P. (Acquired 8/8/2008)(a)(b)(d)

 

    3,077,026       651,322  

Total Investments in Private Investments

 

    282,497,990       245,797,437  

Total Investments in Adviser Funds

 

    347,253,970       291,694,156  
                   

 

 

See notes to financial statements.

 

4

 

 

 

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

 

Schedule of Investments (Concluded)

September 30, 2021

 

Investments in Mutual Funds — (4.52%)

 

 

Cost

   

Fair Value

 

Goldman Sachs Absolute Return Tracker Fund - Institutional Class

 

  $ 13,941,120     $ 13,767,130  

Total Invesmtents in Mutual Funds

 

    13,941,120       13,767,130  
                   

Total Investments in Advisor Funds and Securities (100.26%)

 

    361,195,090       305,461,286  

Other Liabilities in Excess of Assets (-0.26%)

 

            (787,631 )

Partners’ Capital — (100.00%)

 

          $ 304,673,655  

 

(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, 2021was $52,309,068 and $31,917,242, respectively.

(d)

Domiciled in Cayman Islands.

(e)

All or a portion of this position is 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, 2021 was $177,114,282 and $202,803,180, respectively.

(f)

Domiciled in Mauritius.

(g)

Domiciled in United Kingdom.

(h)

Domiciled in Guernsey.

(i)

Security value is determined using significant unobservable inputs. The fair value of these investments as of September 30, 2021 was $98,980, which reprents 0.03% of partners’ capital.

 

See notes to financial statements.

 

5

 

 

 

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

 

Statement of Assets, Liabilities and Partners’ Capital

September 30, 2021 (Unaudited)

 

Assets

       

Investments in Adviser Funds and securities, at fair value (cost $364,920,808)

  $ 305,461,285  

Cash and cash equivalents

    16,621,943  

Receivable from redemption of Adviser Funds

    882,945  

Investment in Adviser Funds purchased in advance

    5,000,000  

Dividends and interest receivable

    12  

Prepaid assets

    15,717  

Total assets

  $ 327,981,902  

Liabilities and partners’ capital

       

Withdrawals payable

  $ 17,772,896  

Performance allocation payable

    4,886,355  

Management fee payable

    273,005  

Professional fees payable

    225,548  

Accounting, administration and transfer agency fees payable

    63,553  

Risk management fees payable

    52,978  

Line of credit fees payable

    11,088  

Custodian fees payable

    3,534  

Compliance consulting fees payable

    10,356  

Other accrued expenses

    8,934  

Total liabilities

    23,308,427  

Partners’ capital

    304,673,655  

Total liabilities and partners’ capital

  $ 327,981,902  

 

 

See notes to financial statements.

 

6

 

 

 

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

 

Statement of Operations

For the period ended September 30, 2021 (Unaudited)

 

Investment income

       

Distributions from Adviser Funds (net of withholding tax of $71,076

  $ 512,477  

Interest

    111,927  

Total investment income

    624,404  

Operating expenses

       

Management fee

    1,625,793  

Professional fees

    240,028  

Accounting, administration and transfer agency fees

    190,661  

Directors expense

    193,746  

Line of credit fees

    189,588  

Risk management expense

    146,708  

Compliance consulting fees

    31,198  

Printing expense

    17,940  

Custodian fees

    15,089  

Interest expense

    6,067  

Other expenses

    10,701  

Total operating expenses

    2,667,519  

Net investment income/(loss)

    (2,043,115 )

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

       

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

    59,950,779  

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

    (40,783,967 )

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

    19,166,812  

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

  $ 17,123,697  

 

 

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, 2021 and the period ended September 2021 (Unaudited)

 

 

 

General
Partners’
Capital

   

Limited
Partners’
Capital

   

Total Partners’
Capital

 

Partners’ capital, at March 31, 2020

  $     $ 299,317,666     $ 299,317,666  

Capital contributions

                 

Capital withdrawals

    (5,616,797 )     (70,644,610 )     (76,261,407 )

Net investment income/(loss)

          (2,539,762 )     (2,539,762 )

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

          32,111,669       32,111,669  

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

          72,916,025       72,916,025  

Performance allocation

    5,616,797       (5,616,797 )      

Partners’ capital, at March 31, 2021

  $     $ 325,544,191     $ 325,544,191  

Capital contributions

                 

Capital withdrawals

    (1,533,674 )     (36,460,559 )     (37,994,233 )

Net investment income/(loss)

          (2,043,115 )     (2,043,115 )

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

          59,950,779       59,950,779  

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

          (40,783,967 )     (40,783,967 )

Performance allocation

    1,533,674       (1,533,674 )      

Partners’ capital, at September 30, 2021

  $     $ 304,673,655     $ 304,673,655  

 

 

See notes to financial statements.

 

8

 

 

 

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

 

Statement of Cash Flows

For the Period Ended September 30, 2021 (Unaudited)

 

Cash flows from operating activities:

       

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

  $ 17,123,697  

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

    (36,566,183 )

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

    80,299,154  

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

    (59,950,779 )

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

    40,783,967  

(Increase) / Decrease in investment in Adviser Funds purchased in advance

    (498,130 )

(Increase) / Decrease in distribution receivable from Adviser Funds

    1,249,734  

(Increase) / Decrease in dividends and interest receivable

    (12 )

(Increase) / Decrease in prepaid assets

    (15,529 )

Increase / (Decrease) in management fee payable

    2,330  

Increase / (Decrease) in professional fees payable

    106,878  

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

    (31,777 )

Increase / (Decrease) in risk management fees payable

    12,998  

Increase / (Decrease) in printing fees payable

    (9,012 )

Increase / (Decrease) in line of credit fees payable

    (5,912 )

Increase / (Decrease) in custodian fees payable

    (3,595 )

Increase / (Decrease) in compliance consulting fees payable

    5,158  

Increase / (Decrease) in other accrued expenses

    8,861  

Net cash provided by operating activities

    42,511,848  

Cash flows from financing activities:

       

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

    (36,915,793 )

Line of credit borrowings

    8,000,000  

Line of credit repayments

    (8,000,000 )

Net cash used in financing activities

    (36,915,793 )

Net change in cash and cash equivalents

    5,596,055  

Cash and cash equivalents at beginning of year

    11,025,888  

Cash and cash equivalents at end of year

  $ 16,621,943  

Supplemental disclosure of interest expense paid

  $ 6,067  

Supplemental disclosure line of credit fees paid

  $ 195,500  

 

 

See notes to financial statements.

 

9

 

 

 

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

 

Notes to Financial Statements

As of and for the period ended September 30, 2021 (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, doing business as Hatteras Investment Partners (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 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 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 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 include 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 Portfolio Advisers, LLC (“Portfolio Advisers” or the “Sub-Adviser”) and the Master Fund’s 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 period ended September 30, 2021 (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, 2021.

 

 

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. Options are valued by the Investment Manager and Sub-Adviser using an option pricing model. As of September 30, 2021, the fair value of options held by the Master Fund had no effect on the Schedule of Investments. For the period ended September 30, 2021, options had no effect on the change in unrealized appreciation/depreciation in the Master Fund’s Statement of Operations. During the period ended September 30, 2021, 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 period ended September 30, 2021 (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, 2021. 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

  $     $     $     $ 17,090,751     $ 17,090,751  

Long Short Equity

                      3,064,994       3,064,994  

Macro

                98,980       13,979,476       14,078,456  

Relative Value

                      11,662,517       11,662,517  

Private Investments

                      245,797,437       245,797,437  

Mutual Funds

                      13,767,130       13,767,130  

Total

  $     $     $ 98,980     $ 305,362,305     $ 305,461,285  

 

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. As of September 30, 2021, adjustments were made to the NAV provided by the Investment Manager or administrator of two of the Adviser Funds. Due to these adjustments, these Adviser Funds are classified as Level 3 investments.

 

12

 

 

 

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

 

Notes to Financial Statements (Continued)

As of and for the period ended September 30, 2021 (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.

$17,091

$—

Indefinite life

Quarterly

60

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.

$3,065

$—

Indefinite life

None

N/A

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.

$14,078

$—

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.

$11,663

$—

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.

$245,797

$29,495

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

None Permitted

N/A

N/A

 

*

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 flexibility, as provided for in their constituent documents, to modify and waive such terms.

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

 

13

 

 

 

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

 

Notes to Financial Statements (Continued)

As of and for the period ended September 30, 2021 (Unaudited)

 

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

 

c.

Valuation of Investments (concluded)

 

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.

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, when available. For Adviser Funds that are not unitized, the cost relieved to calculate realized gains and losses is based on percentage of capital redeemed. Distributions received from Adviser Funds are recorded on the effective date, based on the character determined by the underlying partnership. 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

 

14

 

 

 

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

 

Notes to Financial Statements (Continued)

As of and for the period ended September 30, 2021 (Unaudited)

 

2.

SIGNIFICANT ACCOUNTING POLICIES (concluded)

 

f.

Master Fund Expenses (concluded)

 

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.

 

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, 2017 through December 31, 2020 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, 2021 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 repurchase during the period ended September 30, 2021 for Limited Partners with capital balances below a specified minimum of $20,000 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 period ended September 30, 2021 (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 period ended September 30, 2021, a Performance Allocation of $1,533,674 was accrued or earned.

 

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. Cipperman is paid an annual fee of $63,000 for services provided.

 

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 period ended September 30, 2021, the total accounting, administration and transfer agency fees were $190,661.

 

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

 

7.

INVESTMENT TRANSACTIONS

 

Total purchases of Adviser Funds and securities for the period ended September 30, 2021 amounted to $81,181,819. Total proceeds from redemptions, sales, or other dispositions of Adviser Funds and securities for the period ended September 30, 2021 amounted to $36,566,183. 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, 2021.

 

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.

 

16

 

 

 

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

 

Notes to Financial Statements (Continued)

As of and for the period ended September 30, 2021 (Unaudited)

 

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, Private Investments, mutual funds, and cash equivalents, that expires on November 4, 2021. Collateral for the Facility is held by U.S. Bank N.A. as custodian. The maximum borrowing amount available on the Facility is $45,000,000, with Tranche L and Tranche U having a maximum barrowing amount available of $22,500,000 each. A fee of 85 basis points per annum is payable monthly in arrears on the unused portion of the Facility. At September 30, 2021, the Master Fund had $11,088 payable on the unused portion of the Facility and there were no outstanding payables for interest on borrowings. The interest rate charged on the borrowing of Tranche L is the 3-month London Interbank Offer Rate (“LIBOR”) plus a spread of 200 basis points. For the period ended September 30, 2021, there were no borrowings on Tranche L and Tranche U. There were no outstanding borrowing of the Facility at September 30, 2021.

 

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, 2021, the Master Fund had outstanding investment commitments to Adviser Funds totaling $29,494,744. Three 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, 2021, the unfunded commitments for these Adviser Funds totaled €1,040,010 and £774,513, respectively. At September 30, 2021, the exchange rate used for the conversion was 1.16 USD/EUR and 1.35 USD/GBP. The U.S. Dollar equivalent of these commitments is included in the Master Fund’s total unfunded commitment amount. Unfunded commitments related to the Adviser Funds represent an obligation to fund commitments made once the amounts are drawn upon or called. Amounts are not recorded as an investment or a liability until they are due.

 

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 recent global outbreak of COVID-19 has disrupted economic markets and the prolonged economic impact is uncertain. The operational and financial performance of the issuers of securities in which the Master Fund invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn impact the value of the Master Fund’s investments. 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 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

 

17

 

 

 

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

 

Notes to Financial Statements (Continued)

As of and for the period ended September 30, 2021 (Unaudited)

 

11.

RISK FACTORS (concluded)

 

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.

 

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

 

   

For the Period
Ended
September 30,
2021
(Unaudited)

   

For the Years Ended March 31,

 

 

 

2021

   

2020

   

2019

   

2018

   

2017

 

Total return before Performance Allocation

    10.93 %     39.09 %     (9.73 %)     10.41 %     7.69 %     6.03 %

Total return after Performance Allocation

    7.44 %     37.26 %     (9.74 %)     9.72 %     7.51 %     6.03 %

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

  $ 304,662     $ 305,822     $ 299,318     $ 419,786     $ 482,268     $ 579,200  

Portfolio turnover rate

    11.52 %     3.66 %     7.96 %     9.62 %     18.90 %     6.49 %

Ratio of net investment income/(loss), excluding Performance Allocation

    (1.27 %)     (0.83 %)     (0.53 %)     (0.64 %)     (0.79 %)     (0.36 %)

Ratio of other operating expenses to average partners’ capital, excluding credit facility fees, interest expense, and Performance Allocation

    1.54 %     1.55 %     1.43 %     1.36 %     1.36 %     1.25 %

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

    0.12 %     0.10 %     0.07 %     0.05 %     0.08 %     0.09 %

Operating expenses, excluding Performance Allocation

    1.66 %     1.65 %     1.50 %     1.41 %     1.44 %     1.34 %

Performance Allocation

    3.49 %     1.83 %     0.01 %     0.69 %     0.18 %     0.00 %

Total Operating expenses and Performance Allocation

    5.15 %     3.48 %     1.51 %     2.10 %     1.62 %     1.34 %

 

18

 

 

 

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

 

Notes to Financial Statements (Concluded)

As of and for the period ended September 30, 2021 (Unaudited)

 

13. RECENT ACCOUNTING PRONOUNCEMENTS

 

In October 2020, the SEC adopted new Rule 12d1-4 under the 1940 Act and other regulatory changes which are expected to be effective on or about January 19, 2022. Those changes are intended to streamline and enhance the regulatory framework for investments by one fund into another fund or ‘fund-of-funds arrangements.’ These regulatory changes may limit a Fund’s ability to pursue its principal investment strategies by investing in other investment companies or pooled investment vehicles or to invest in those investment companies or pooled investment vehicles it believes are most desirable. Management is currently assessing the potential impact of the new rule on the Funds’ financial statements.

 

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, 2021 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 23, 2021 and submitted tender requests from October 1, 2021 through the date of expiration of the tender offer totaling approximately $14,551,156.

 

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 Investment Partners, 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, 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 Investment Partners, 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, 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, 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, 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, 1950

Director; Audit Committee Member

Since 2013

Private Investor (2012 to Present).

6

 

1

The “Fund Complex” consists of, as of September 30, 2021, the Feeder Funds and the Master Fund.

2

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

 

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 Investment Partners, 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

     

William Woolverton2
January 1951

Chief Compliance Officer

Since 2021

Senior Compliance Advisor, Cipperman Compliance Services LLC (from 2020 to present); Operating Partner, Altamont Capital Partners (2021 to present); Chairman of Independent Trustees, Thomas White Funds (2016 to present); Managing Director and Head of Legal US, Waystone LLC (2016 to 2019).

N/A

Allison Zollicoffer
March, 1956

Treasurer

Since 2019

Chief Financial Officer, Hatteras Investment Partners (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

Brittney L. Chick-Reny
February, 1993

Secretary

Since 2019

Director of Operations, Hatteras Investment Partners (2019 to present); Operations Associate (2019).

N/A

 

1

The “Fund Complex” consists of, as of September 30, 2021, the Feeder Funds and the Master Fund.

2

Mark DeAngelis resigned as Chief Compliance Officer effective May 28, 2021 and William Woolverton was appointed Chief Compliance Officer effective May 28, 2021.

 

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, 2021 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 as an exhibit to its reports on Form N-PORT. The Master Fund’s Form N-PORT is available, without charge and upon request, on the SEC’s website at http://www.sec.gov.

 

22

 

 

 

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Hatteras Core Alternatives Funds

 

8510 Colonnade Center Drive, Suite 150
Raleigh, NC 27615

 

Investment Manager and Fund Servicing Agent

 

Hatteras Funds, LP
d/b/a Hatteras Investment Partners
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

 

Faegre 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

 

 

 

 

 

 

HATTERASINVESTMENTPARTNERS.COM / T: 919.846.2324 / F: 919.846.3433

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

 

 

 

(b) Not applicable.

 

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.

 

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

 

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

 

Not applicable for semi-annual reports.

 

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

 

Not applicable for semi-annual reports.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

 

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which 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, 2021, 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 Institutional Fund, L.P.  
       
  By (Signature and Title) /s/ David B. Perkins, President  
    David B. Perkins, President  
       
  Date 12/06/2021  
       

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, President  
    David B. Perkins, President  
       
  Date 12/06/2021  
       
  By (Signature and Title) /s/ Allison Zollicoffer, Treasurer  
    Allison Zollicoffer, Treasurer  
       
  Date 12/06/2021