Edgar Filing: TOPIARY BENEFIT PLAN INVESTOR FUND LLC

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OMB APPROVAL
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OMB Number 3235-0049
FORM ADV Expires: July 31, 2008
Uniform Application for Estimated average burden
Investment Adviser Registration ------------------------------
Part II - Page 1 hours per response. . . .9.402
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Name of Investment Adviser:
Hatteras Investment Partners LLC
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Address: (Number and Street) (City) (State) (Zip Code) Area Code: Telephone Number:
8540 Colonnade Center Drive - Suite 401 Raleigh North Carolina 27615 (919) 846-2324
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This part of Form ADV gives information about the investment adviser and its business for the use of clients.
The information has not been approved or verified by any government authority.

Table of Contents

Item Number Item Page
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1 Advisory Services and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2 Types of Clients . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

3 Types of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

4 Methods of Analysis, Sources of Information and Investment Strategies . . . . . . . . . . . . . . . . 3

5 Education and Business Standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

6 Education and Business Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

7 Other Business Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

8 Other Financial Industry Activities or Affiliations . . . . . . . . . . . . . . . . . . . . . . . . . 4

9 Participation or Interest in Client Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 5

10 Conditions for Managing Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

11 Review of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

12 Investment or Brokerage Discretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

13 Additional Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

14 Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Continuation Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule F

Balance Sheet, if required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule G

| (Schedules A, B, C, D, and E are included with Part I of this Form, for the use of regulatory bodies, |
| and are not distributed to clients.) |
|_________________________________________________________________________________________________________________________|

Potential persons who are to respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid OMB control number.

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FORM ADV Applicant: SEC File Number: Date:

Part II - Page 2 Hatteras Investment Partners LLC 801-62608 12/08/2006
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Definitions for Part II

Related person -- Any officer, director or partner of applicant or any person
directly or indirectly controlling, controlled by, or under common control
with the applicant, including any non-clerical, non-ministerial employee.

Investment Supervisory Services -- Giving continuous investment advice to a
client (or making investments for the client) based on the individual needs of
the client. Individual needs include, for example, the nature of other client
assets and the client's per- sonal and family obligations.

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1. A. Advisory Services and Fees. (check the applicable boxes) For each type of service provided, state the
approximate % of
total advisory billings from that service.
Applicant: (See instruction
below.)
|X| (1) Provides investment supervisory services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100%
| | (2) Manages investment advisory accounts not involving investment supervisory services . . . . . . . . . 0%
| | (3) Furnishes investment advice through consultations not included in either services described above . . 0%
| | (4) Issues periodicals about securities by subscription . . . . . . . . . . . . . . . . . . . . . . . . . 0%
| | (5) Issues special reports about securities not included in any service described above . . . . . . . . . 0%
| | (6) Issues, not as part of any services described above, any charts, graphs, formulas, or other devices
which clients may use to evaluate securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0%
| | (7) On more that an occasional basis, furnishes advice to clients on matters not involving securities . . 0%
| | (8) Provides a timing service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0%
| | (9) Furnishes advice about securities in any manner not described above . . . . . . . . . . . . . . . . . 0%

(Percentages should be based on applicant's last fiscal year. If applicant has not completed its first
fiscal year, provide estimates of advisory billings for that year and state that the percentages are estimates.)

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Yes No
B. Does the applicant call any of the services it checked above
financial planning or some similar term? . . . . . . . . . . . | | |X|

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C. Applicant offers investment advisory services for: (check all that apply):

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D. For each checked box in A above, describe on Schedule F:

the services provided, including the name of any publication or report issued by
the adviser on a subscription basis or for a fee

applicant's basic fee schedule, how fees are charged and whether its fees are
negotiable

when compensation is payable, and if compensation is payable before service is
provided, how a client may get a refund or may terminate an investment advisory
contract before its expiration date

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2. Types of Clients -- Applicant generally provides investment advice to: (check those that apply)

| | A. Individuals | | E. Trusts, estates, or charitable organizations

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Answer all items. Complete amended pages in full, circle amended items and file with execution page (page 1).
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FORM ADV Applicant: SEC File Number: Date:

Part II - Page 3 Hatteras Investment Partners LLC 801-62608 12/08/2006
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3. Types of Investments. Applicant offers advice on (check those that apply) the following:

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4. Methods of Analysis, Sources of Information, and Investment Strategies.

A. Applicant's security analysis methods include: (check those that apply)

(1) | | Charting (4) | | Cyclical

(2) |X| Fundamental (5) | | Other

(3) | | Technical

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B. The main sources of information applicant (check those that apply) uses include:

(1) |X| Financial newspapers and magazines (5) | | Timing services

(2) |X| Inspections of corporate activities (6) | | Annual reports, prospectuses, filings with the
Securities and Exchange Commission
(3) |X| Research materials prepared by others (7) | | Company press releases

(4) | | Corporate rating services (8) | | Other (explain on Schedule F)

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C. The investment strategies used to implement any investment advice given to clients include:
(check those that apply)

(1) |X| Long term purchases (5) | | Margin transactions
(securities held at least a year)
(2) | | Short term purchases (6) | | Option writing, including covered options,
(securities sold within a year) uncovered options or spreading strategies
(3) | | Trading (securities sold within
30 days)
(7) | | Other (explain on Schedule F)
(4) | | Short sales
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FORM ADV Applicant: SEC File Number: Date:

Part II - Page 4 Hatteras Investment Partners LLC 801-62608 12/08/2006
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5. Education and Business Standards.

Are there any general standards of education or business experience that applicant requires of those Yes No
involved in determining or giving investment advice to clients? . . . . . . . . . . . . . . . . . . . |X| | |

(If yes, describe these standards on Schedule F.)
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6. Education and Business Background.
For:

each member of the investment committee or group that determines general investment advice to be given to
clients, or

if the applicant has no investment committee or group, each individual who determines general investment
advice given to clients (if more than five, respond only for their supervisors)

each principal executive officer of applicant or each person with similar status or performing similar
functions.

On Schedule F, give the:

name Formal education after high school

year of birth Business background for the preceding five years

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7. Other Business Activities. (check those that apply)

| | A. Applicant is actively engaged in a business other than giving investment advice.

| | B. Applicant sells products or services other than investment advice to clients.

| | C. The principal business of applicant or its principal executive officers involves
something other than providing investment advice.

(For each checked box describe the other activities, including the time spent on them, on Schedule F.)

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8. Other Financial Industry Activities or Affiliations. (check those that apply)

| | A. Applicant is registered (or has an application pending) as a securities broker-dealer.

| | B. Applicant is registered (or has an application pending) as a futures commission merchant, commodity
pool operator or commodity trading adviser.

| | C. Applicant has arrangements that are material to its advisory business or its clients with a related
person who is a:

|X| (1) broker-dealer | | (7) accounting firm

|X| (2) investment company | | (8) law firm

|X| (3) other investment adviser | | (9) insurance company or agency

| | (4) financial planning firm | | (10) pension consultant

| | (5) commodity pool operator, commodity trading | | (11) real estate broker or dealer
adviser or futures commission merchant
|X| (12) entity that creates or packages
| | (6) banking or thrift institution limited partnerships

(For each checked box in C, on Schedule F identify the related person and describe the
relationship and the arrangements.)

D. Is applicant or a related person a general partner in any partnership in which clients Yes No
are solicited to invest? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |X| | |

(If yes, describe on Schedule F the partnerships and what they invest in.)
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FORM ADV Applicant: SEC File Number: Date:

Part II - Page 5 Hatteras Investment Partners LLC 801-62608 12/08/2006
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9. Participation or Interest in Client Transactions.
Applicant or a (check those that apply) related person:

| | A. As principal, buys securities for itself from or sells
securities it owns to any client.
| | B. As broker or agent effects securities transactions for
compensation for any client.
| | C. As broker or agent for any person other than a client
effects transactions in which client securities are sold
to or bought from a brokerage customer.
|X| D. Recommends to clients that they buy or sell securities
or investment products in which the applicant or a
related person has some financial interest.
| | E. Buys or sells for itself securities that it also
recommends to clients.

(For each box checked, describe on Schedule F when the applicant or a related person engages in
these transactions and what restrictions, internal procedures, or disclosures are
used for conflicts of interest in those transactions.)

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10. Conditions for Does the applicant provide investment supervisory services, manage investment Managing
Accounts.advisory accounts or hold itself out as providing financial planning or some similarly
termed services and impose a minimum dollar value of assets or other conditions for starting Yes No
or maintaining an account? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |X| | |

(If yes, describe on Schedule F.)

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11. Review of Accounts. If applicant provides investment supervisory services, manages investment
advisory accounts, or holds itself out as providing financial planning or some similarly termed
services:

A. Describe below the reviews and reviewers of the accounts. For reviews, include their frequency,
different levels, and TriggerFor reviewers, include the number of reviewers, their titles and
functions, factorsinstructions they receive from applicant on performing reviews, and number of
accounts assigned each.

See Schedule F
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B. Describe the nature and frequency of regular reports to clients on their accounts.

See Schedule F
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FORM ADV Applicant: SEC File Number: Date:

Part II - Page 6 Hatteras Investment Partners LLC 801-62608 12/08/2006
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12. Investment or Brokerage Discretion.

A. Does applicant or any related person have authority to
determine, without obtaining specific client consent, the:
Yes No
(1) securities to be bought or sold? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |X| | |
Yes No
(2) Amount of the securities to be bought or sold? . . . . . . . . . . . . . . . . . . . . . . . . . . . |X| | |
Yes No
(3) broker or dealer to be used? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |X| | |
Yes No
(4) commission rates paid? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Yes No
B. Does applicant or a related person suggest brokers to clients? . . . . . . . . . . . . . . . . . . . . . . | | |X|

For each yes answer to A describe on Schedule F any limitations on the authority. For each yes
to A(3), A(4), or B, describe on Schedule F the factors considered in selecting brokers and
determining the reasonableness of their commis- sionsIf the value of products, research and
services given to the applicant or a related person is a factor, describe:

the product, research and services

whether clients may pay commissions higher than those obtainable from other brokers in
return for those products and services

whether research is used to service all of applicant's accounts or just those accounts
paying for it; and

any procedures the applicant used during the last fiscal year to direct client
transactions to a particular broker in return for products and research services
received.

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13. Additional Compensation.

Does the applicant or a related person have any arrangements, oral or in writing, where it:

A. is paid cash by or receives some economic benefit (including commissions, equipment or non-research Yes No
services) from a non-client in connection with giving advice to clients? . . . . . . . . . . . . . . . . | | |X|

Yes No
B. directly or indirectly compensates any person for client referrals? . . . . . . . . . . . . . . . . . . . |X| | |

(For each yes, describe the arrangements on Schedule F.)

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14. Balance Sheet. Applicant must provide a balance sheet for the most recent fiscal year on Schedule G if applicant:

has custody of client funds or securities; or

requires prepayment of more than $500 in fees per client and 6 or more months in advance
Yes No
Has applicant provided a Schedule G balance sheet? . . . . . . . . . . . . . . . . . . . . . . . | | |X|

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Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Hatteras Investment Partners LLC 801-62608 12/08/2006
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(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)

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1. Full name of applicant exactly as stated in item 1A of Part I of Form ADV: IRS Empl. Ident. No.:
Hatteras Investment Partners LLC 20-0225999
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Item of Form
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(identify) Answer
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Item 1D Hatteras Investment Partners LLC ("Adviser" or "Hatteras") provides investment supervisory
services to all of its clients (the Hatteras Funds listed herein). Hatteras is the investment
manager to private investment funds (the "Funds") and to funds registered under the Investment
Company Act of 1940. The Funds invest in other investment funds (the "Portfolio Funds") and
managed accounts. Hatteras' management fee schedule is as follows:

HATTERAS DIVERSIFIED STRATEGIES FUND LP:
(Minimum account size is $1,000,000)
1.0% annually

HATTERAS DIVERSIFIED STRATEGIES OFFSHORE FUND LTD:
(Minimum account size is $1,000,000)
1.0% annually

HATTERAS MULTI-STRATEGY FUND I, LP
(Minimum account size $100,000)
1.0% annually

HATTERAS MULTI-STRATEGY TEI FUND, LP
(Minimum account size $100,000)
1.0% annually

HATTERAS MASTER FUND, LP

HATTERAS MULTI-STRATEGY INSTITUTIONAL FUND, L.P
(Minimum account size is $1,000,000)
1.0% annually

HATTERAS MULTI-STRATEGY TEI INSTITUTIONAL FUND, L.P.
(Minimum account size is $1,000,000)
1.0% annually

Fees: Fees for providing services may be payable monthly in arrears based on the value of assets
under management at the end of each month. Hatteras may make adjustments in the fee calculation
for significant withdrawals or deposits made during a calculation period.

Hatteras may have performance-based fee arrangements with "eligible clients" (as that term is
defined under Rule 205-3 of the Investment Advisers Act of 1940 (the "Advisers Act")).
Performance-based fees may be calculated as a percentage of returns, or as a percentage of the
increase in net asset value. Clients should note that such performance fees may create an
incentive for the Adviser to make riskier, more speculative investments than would be the case
under a solely asset-based fee arrangement. Any performance-based fee arrangements will be
consistent with the requirements of applicable laws and regulations, including the Advisers Act
and if applicable, the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

Other Fees: A Service fee of 0.75% is charged by the Fund Servicing Agent, Hatteras Investment
Partners, LLC on all assets in the Multi-Strategy Fund I, LP and Multi-Strategy TEI Fund, LP. A
Service fee of up to 0.50% may be charged by the Fund Servicing Agent, Hatteras Investment
Partners, LLC, on the assets in the Hatteras Diversified Strategies Fund, LP and the Hatteras
Diversified Strategies Offshore Fund, Ltd.

Termination: Investors in the Funds may elect to redeem all or a portion of their investments in
the Funds as of the last day of each calendar quarter or such other dates as either Hatteras or
the Board of Directors of the registered "Funds" in their discretion shall determine (each such
date a "Redemption Date") after 12 consecutive months as an Investor in a Fund upon 65 days'
prior written notice (a "Redemption Request"). The minimum value of a redemption is $50,000,
subject to the discretion of Hatteras to allow otherwise.

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Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II Hatteras Investment Partners LLC 801-62608 12/08/2006
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(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)

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1. Full name of applicant exactly as stated in item 1A of Part I of Form ADV: IRS Empl. Ident. No.:
Hatteras Investment Partners LLC 20-0225999
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Item of Form
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(identify) Answer
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Item 1D cont'd, Item 2 Hatteras may, in its sole discretion, permit redemptions that do not comply with all of these
requirements; provided, that such non-conforming redemptions may be subject to a penalty equal to
up to 5% of the amount requested to be redeemed. Hatteras may also, in its sole discretion, (i)
require the complete redemption of an Investor's investment in a Fund at any other time for
regulatory or certain other reasons if it deems it appropriate, or (ii) permit a full or partial
redemption at any other time.

TENDER OFFERS: [Regarding the registered "Funds"] are offered quarterly or on other such dates
that the Board of Directors, in its discretion, shall otherwise determine.

Item 3L Hatteras manages both [SEC] registered and non-registered investment partnerships.

Item 5
Hatteras seeks to employ investment professionals with the highest personal integrity and the
dedication, ability, training, and experience to provide superior investment management services
to each of its clients. Hatteras generally requires that its personnel possess a college degree
or equivalent business experience, preferably in the field of investments. Advanced degrees are
desirable but not required. Hatteras' personnel must have and maintain all licenses required by
applicable laws and rules.

Item 6
Education and Business Background

David B. Perkins, President and CEO
(Officer & Investment Committee Member)

Year of Birth: 1962

Formal Education after High School:
UNC - Charlotte
Degree Earned: BA in Business Administration, 1984

Business Background for the preceding five years:
12/2003 - Present Hatteras Investment Partners LLC, President & CEO
12/2003 - Present Hatteras Investment Management LLC; Managing Principal
10/2003 - Present CapFinancial Partners LLC; Managing Partner
06/2002 - 09/2003 Wachovia Securities Financial Network, Inc.; Managing Partner
10/1997 - 06/2002 CAPTRUST Financial Advisors, LLC; Managing Principal

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(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)

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Item 6 (cont.)

Mark W. Yusko, Principal
(Investment Committee Member)

Year of Birth: 1963

Formal Education after High School:
University of Notre Dame
Degree Earned: BS, with honors, in Biology and Chemistry, 1985
University of Chicago
Degree Earned: MBA in Accounting and Finance, 1987

Business Background for the preceding five years:
2003 - Present Hatteras Investment Partners LLC, Principal
07/2004 - Present Morgan Creek Capital Management, LLC
1/1998 -06/2004 University of North Carolina, Chief Investment Officer
04/1993-01/1998 University of Notre Dame, Assistant Investment Officer

Joshua E. Parrott, Director, Risk Management
(Investment Committee Member)

Year of Birth: 1974

Formal Education after High School:
University of Vermont
Degree Earned: BS, 1998

12/2003-Present Hatteras Investment Partners, LLC, Director, Risk Management
5/2003 - 09/2003 Dialectic Capital Management, Intern
2/1999 - 03/2003 Morgan Stanley

Lee Palles, Chief Operating Officer
(Officer)

Year of Birth: 1956

Formal Education after High School:
Mississippi State University
Degree Earned: BSBA in Accounting, 1979
09/2006 - Present Hatteras Investment Partners, LLC, Chief Operating Officer
07/2005 - 08/2006 Consultant
02/2005 - 06/2005 Accelovance, Inc. (Acquiror of nTouch Research)- Vice President
11/1999 - 01/2005 nTouch Research, President & CEO

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(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)

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1. Full name of applicant exactly as stated in item 1A of Part I of Form ADV: IRS Empl. Ident. No.:
Hatteras Investment Partners LLC 20-0225999

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Item of Form
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(identify) Answer
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Item 6 cont'd

J. Michael Fields, Director, Public Investments
(Officer)

Year of Birth: 1973

Formal Education after High School:
University of Florida
Degree Earned: BS in Food & Resource Economics, 1995
University of Central Florida
Degree Earned: MBA, 1999

12/2003-Present Hatteras Investment Partners LLC, Director
12/2003-Present Hatteras Investment Management LLC; Director
8/2002-12/2003 CAPTRUST Financial Advisors, Investment Specialist
1/2000-08/2002 Morgan Stanley
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Item 8 C (1) and (3) Hatteras is affiliated through common ownership with CapFinancial Partners, LLC, a broker-dealer
and investment adviser dually-registered with the SEC (CRD# 126291). Notwithstanding this
affiliation, however, Hatteras exercises completely independent judgment in the management of its
clients' investments. CapFinancial Partners may act as a servicing agent for the Funds and earn
service fees in connection with the offer and sale of interests of the Funds. It should be
specially noted that certain directors, officers and employees of Hatteras are also registered
representatives of CapFinancial Partners, LLC.

Item 8 C(2) Hatteras manages five [SEC] Registered Investment Partnerships: Hatteras Master Fund, LP,
Hatteras Multi-Strategy Fund I, LP and Hatteras Multi-Strategy TEI Fund, LP.

Item 8 C (3) Hatteras is affiliated through common ownership with Morgan Creek Capital Management, LLC
("Morgan Creek") of which Mark W. Yusko is the managing member. Mr. Yusko serves on the
investment committee of Hatteras. Morgan Creek has an ownership interest in Hatteras. It should
be specifically noted that there are a number of conflicts of interests related to Mr. Yusko and
Morgan Creek. In particular, Mr. Yusko and Morgan Creek also provides advisory services to other
unrelated fund of funds and managed accounts that may invest in the same Portfolio Funds that may
be invested in by the Funds.

Items 8 C (12) and 8 D Hatteras is affiliated through common ownership with Hatteras Investment Management LLC ("HIM").
HIM is the general partner of the Funds managed by Hatteras.

Item 9 D Hatteras and the directors, officers and employees of Hatteras may make recommendations to
clients to buy or sell securities transactions or investment positions in which Hatteras has some
financial interest. Hatteras' affiliate, HIM, as a sponsor for the Funds is involved in their
management, thereby collecting fees based on performance of the Funds and as a portion of the
management fees. Clients that are solicited to purchase interests in the Funds sponsored and
managed by HIM would be purchasing investment products in which Hatteras has some financial
interest.

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(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)

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Item 9D cont'd In addition, Hatteras and its officers, directors, and employees and affiliates of Hatteras may
also invest in the Funds and Portfolio Funds that they recommend to clients. As part of this
financial interest Hatteras would be participating in any capital gains along with the client as
partners or members of the Funds or Portfolio Funds.

Item 10 Hatteras provides investment advisory management to the Funds and may establish minimum fees
and/or account sizes for These minimum fees and/or account sizes, which may vary from clients.
time to time and are sometimes waived in the light of overall facts and circumstances, are listed
in the fee schedule contained in the response to Item 1, above.

Items 11 A and 11.B.

Reviews.

It is expected that each investment fund will be reviewed regularly by one or more persons
rendering investment advice on behalf of Hatteras, and at least quarterly by the Principals and
Compliance Officer of Hatteras, to determine the suitability and allocations of types of assets
and investments in relation to a client's objectives and the necessity or desirability of any
change in such objectives.

Reviewers:

Number of reviewers: 3
Number of Accounts Per Reviewer: All accounts will be reviewed by the Investment Committee at
least quarterly.
Names and titles: David Perkins, President and CEO; Mark Yusko, Principal; Josh Parrott,
Director, Risk Management
The reviewers will employ the procedures noted above for each of Hatteras' clients.

Reports.
Limited Partners will receive capital balance reports regarding investment in the unaudited their
Funds at least monthly. In addition, clients will receive annual audited financial statements and
a quarterly performance letter.

Item 12A Hatteras recommends that prospects invest in the Funds. An affiliate of the Adviser is the
General Partner to the Funds.

All of the Funds are funHattedetermines appropriate investment strategies, identifies and retains
investment managers, and monitors the ongoing performance of the Funds' investments. The
investment managers of the Portfolio Funds then determine the actual investment portfolio held by
such managers.All brokerage decisions are made by the independent investment managers of the
Portfolio Funds. Occasionally the funds may exchange traded investment in securities at which
time Hatteras will determine the broker/dealer to be used and may negotiate the commission to be
paid.
Item 13 Hatteras may enter into compensation arrangements with solicitors for new business, including
arrangements with its aff(inclCapFinancial LLC). Any solicitation Partners, arrangements will
comply with Rule 206(4)-3 under the Investment Advisers Act of 1940 pursuant to which persons
introducing new client accounts to Hatteras may receive a portion of the advisory fee generated
by the account for a period of time that varies on a case-by-case basis.

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(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)

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Privacy Policy
The following is our privacy policy and notice that we provide to Advisory Clients and Investors:
Our Commitment to Advisory Client and Investor Privacy: Hatteras Investment Partners LLC has a
standing policy of protecting the confidentiality and security of information we collect about
our clients. We do not share nonpublic information about Advisory Clients or Investors
("Information") outside of our affiliates without their consent except for the specific purposes
described below, in accordance with all applicable laws. This Policy describes the Information we
may gather and the circumstances under which we may share it.

Why We Collect and How We Use Information: We limit the collection and use of Information to the
minimum we require to deliver superior service to Advisory Clients and Investors. Such service
includes advising Advisory Clients and Investors about our products, services and other
opportunities, maintaining their accounts with us, processing transactions requested by Advisory
Clients and Investors or other persons authorized by Advisory Clients and Investors, and
administering our business.

How We Gather Information: We get most Information directly from Advisory Clients and Investors,
when they apply for, access and use our and our business associates' financial products and
services - whether in person, by telephone or electronically. We may verify this information or
get additional information from consumer reporting agencies or public sources. This Information
may relate to Advisory Client and Investor finances, employment, avocations or other personal
characteristics, as well as transactions and interactions with or through us or with others. We
may disclose all of the information that we collect.

How We Protect Information: Our employees, registered representatives and investment adviser
representatives acting on our behalf are required to protect the confidentiality of Information
and to comply with our established policies. They may access Information only when there is an
appropriate reason to do so, such as to administer or offer our products or services. We also
maintain physical, electronic and procedural safeguards to protect Information, which comply with
all applicable laws. Employees who violate our Privacy Policy will be subject to disciplinary
process.

Disclosure of Information: We may disclose any Information when we believe it necessary for the
conduct of our business, or where disclosure is required by law. For example, Information may be
disclosed for audit or research purposes, to attorneys or other professionals, or to law
enforcement and regulatory agencies to help us, among other things, prevent fraud. In addition,
we may disclose Information to other companies or third party service providers, including a
custodian or administrator, (i) to enable them to provide business services for us, such as
performing computer related or data maintenance or processing services for us, (ii) to facilitate
the processing of transactions requested by Advisory Clients or Investors, (iii) to assist us in
offering our or other companies' products and services to Advisory Clients or Investors, or (iv)
for credit review or reporting purposes. We may also provide Information to other companies or
non-affiliated companies with which we have joint marketing agreements such as an agreement with
broker- dealers or registered investment advisers enabling us to offer Advisory Clients or
Investors our or certain of their products or services. Except in those specific, limited
situations, without Advisory Client or Investor consent, we will not make any disclosures of
Information to other companies who may want to sell their products or services to Advisory
Clients or Investors. Moreover, it is our policy to require all third parties that are to receive
any Information to sign strict confidentiality agreements.

To Whom This Policy Applies: This Policy applies to us, along with all funds managed or
administered by us, including but not limited to, Hatteras Master Fund LP, Hatteras Diversified
Strategies Fund LP, Hatteras Multi-Strategy Fund I, L.P., Hatteras Multi-Strategy TEI Fund, L.P.
and Hatteras Diversified Strategies Offshore Fund Ltd.

Our Former Clients: Even if Advisory Clients or Investors are no longer clients, our Privacy
Policy will continue to apply to them.

Access to and Correction of Information: Upon the written request of Advisory Clients or
Investors, we will make available for their review any file we may maintain for their personal
Information; provided, however, that any Information collected in connection witin or
anticipation of, any claim or legal proceeding will not be made available. If Advisory Clients or
Investors notify us that any Information is incorrect, we will review it. If we agree, we will
correct our records. If we do not agree, Advisory Clients and Investors may submit a short
statement of dispute, which we will include in any future disclosure of the disputed Information.

Further Information: We reserve the right to change this Privacy Policy at any time. The examples
contained within this Privacy Policy are illustrations and are not intended to be exclusive. This
Policy complies with a recently enacted Federal law and new SEC regulations regarding privacy.
Advisory Clients and Investors may have additional rights under other foreign or domestic laws
that may apply to them.

Opt out: Advisory Clients and Investors may direct Hatteras not to make disclosures to non-
affiliated third parties (other than disclosures necessary to conduct our business or permitted
by law). Advisory Clients and Investors wishing to opt out of disclosures to non-affiliated third
parties may call the following number: 1-(888) 363-2324.

Proxy Voting Policy Hatteras has adopted a set of procedures outlining how proxies (related to portfolio
investments/underlying funds) will be voted. As a fund of funds, these proxies are generally
related to voting on issues related to the operative terms of underlying funds. Please let us
know if you have any questions about these procedures or if you would like to be provided with a
copour of procedures by calling us, toll-free, at (888) 363-2324. Also, please let us know if you
would like any detailed information about how proxies are actually voted.

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Business Continuity Plan
(Summary) Hatteras Investment Partners, LLC ("Hatteras") is an independent registered investment advisor.

The following is a summary of the manner in which Hatteras' Business Continuity Plan addresses
the possibility of significant business disruptions. Accordingly, Hatteras is furnishing this
document to you to provide information about our efforts to ensure that impact to your business
is minimized in the event of an emergency or disaster.

Although specific regulations are not in place requiring Hatteras to create and maintain a
business continuity plan, regulators generally view such a plan as integral to an advisor's Risk
Management Program. Hatteras believes it is a best business practice to maintain such a plan that
is reasonably designed to meet its obligations to its investors. Therefore, Hatteras has designed
a business continuity plan to address possible scenarios in efforts to minimize any service
impact toour investors or their investment professionals.

In keeping with best practices, the business continuity plan for Hatteras is designed to address
key areas of concern - including but not limited to the following:

o Data back-up and recovery;
o Mission critical systems;
o Financial and operational assessments;
o Alternate means of communication between Hatteras and investors/investment
professionals;
o Alternate means of communication between Hatteras and its employees;
o Alternate physical locations of employees;
o Critical business constituent, bank and counter-party impact;
o Regulatory reporting;
o Communications with regulators; and
o How Hatteras will ensure that investors have access to their funds
in the event Hatteras determines it is unable to continue its business.

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Since events creating business disruptions may vary in nature and scope, Hatteras has anticipated
scenarios in which the following are affected:

o A primary Hatteras building at its headquarter location
o A city wide area
o A regional area

Regardless of the scope of potential disruption, Hatteras intends to continue to provide service
to its investors and their investment professionals or service providers.

Our office location is located at 8540 Colonnade Center Drive, Suite 401, Raleigh, NC 27615. Its
main telephone number is (919)846-2324. Our employees may travel to that office by means of foot
and public or private transportation. In the event of a need for temporary relocation, provisions
for alternative facilities and computer technology have been made.

In the event that any such disruption occurs, we have developed alternative service arrangements,
systems, locations and contingency plans to ensure that any service is quickly restored.

Hatteras has identified several computer applications with Mission Critical or High criticality
ratings and has documented this within the business continuity plan. These Mission Critical
computer applications are proprietary to our custodian UMB Bank, NA (UMB Bank) and to the fund(s)
administrator, UMB Fund Services, Inc. UMB). UMB has stated that they conduct periodic disaster
recovery testing regularly.

At a minimum, the Hatteras business continuity plan is reviewed and updated on an annual basis.
Additionally, our service providers periodically conduct testing of their own back-up
capabilities to ensure that, in the event of an emergency or significant business disruption,
they will be able to provide us with the critical information and applications we need to
continue or promptly resume our business. When testing our plan, we review the recovery time and
resumption time period for all mission critical systems.

Making sure that any type of disruption does not unduly impact our clients is extremely important
to us, and our business continuity plan is designed to allow us to continue to provide the
quality service investors and investment professionals have come to expect from Hatteras.

In the event of an internal or external SBD, if telephone service is available, we may be reached
at (919) 846-2324 (local) or (888) 363-2324 (toll-free) or by fax at (919) 846-3433. If our Web
access is available, our firm will post on our Web site (www.hatterasip.com) that investors may
access their accounts by contacting UMB.

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