throbber

`
`
`
`
`
`
`
`
`Form ADV
`Part 2A Brochure
`
`
`
`2101 Cedar Springs Road
`Suite 1400
`Dallas, Texas 75201
`
`
`Updated: March 30, 2015
`
`
`
`This brochure provides information about the qualifications and business practices of Hayman
`Capital Management, L.P. (“Hayman” or the “Adviser”). If you have any questions about the
`contents of this brochure, please contact us at 214-347-8050. The information in this brochure
`has not been approved or verified by the United States Securities and Exchange Commission
`(“SEC”) or by any state securities authority.
`
`This brochure does not constitute an offer, solicitation or recommendation to sell or an offer to
`buy any securities or investment products. Such an offer many only be made to eligible persons
`by means of delivery of offering memoranda and/or other similar materials that contain a
`description of the material terms related to such investment.
`
`Hayman is registered with the SEC as an investment adviser. Being a “registered investment
`adviser” or describing ourselves as being “registered” does not imply a certain level of skill or
`training.
`
`information about Hayman
`Additional
`www.adviserinfo.sec.gov.
`
`is also available on
`
`
`the SEC’s website at:
`
`Page 1
`
`NPS EX. 2006
`CFAD v. NPS
`IPR2015-00990
`
`

`

`Item 2 – Material Changes
`
`There have not been any material changes associated with this annual update as
`compared to the Form ADV Part 2A dated March 2014.
`
`
`
`
`
`
`
`
`
`
`2
`
`Page 2
`
`

`

`
`
`Table of Contents
`
`
`Brochure
`
`Table of Contents ....................................................................................... 3
`Item 4 - Advisory Business ......................................................................... 4
`Item 5 - Fees and Compensation ................................................................ 5
`Item 6 - Performance Based Fees and Side-by-Side Management ............. 7
`Item 7 - Types of Clients ............................................................................. 7
`Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss ....... 7
`Item 9 - Disciplinary Information ................................................................ 12
`Item 10 - Other Financial Industry Activities and Affiliations ...................... 12
`Item 11 - Code of Ethics, Participation or Interest in Client Transactions and
`Personal Trading ........................................................................ 13
`Item 12 - Brokerage Practices ................................................................... 13
`Item 13 - Review of Accounts ................................................................... 15
`Item 14 - Client Referrals and Other Compensation .................................. 15
`Item 15 - Custody ..................................................................................... 16
`Item 16 - Investment Discretion ................................................................ 16
`Item 17 - Voting Client Securities .............................................................. 16
`Item 18 - Financial Information .................................................................. 17
`
`
`
`
`
`3
`
`Page 3
`
`

`

`Item 4 - Advisory Business
`Hayman, a Delaware limited partnership with a principal place of business in Dallas,
`Texas, was founded in December 2005 and is wholly owned, directly or indirectly, by J
`Kyle Bass. Hayman has been registered with the Securities and Exchange Commission
`as an investment adviser since April 2008. As of December 31, 2013, Hayman
`manages approximately $2.1 billion in assets under management on a discretionary
`basis on behalf of its clients.
`
`Hayman provides investment management services to private pooled investment
`vehicles (individually, a “Fund” and collectively, the “Funds”) and Separate Accounts (as
`defined below) (collectively with the Funds, “Clients”).
`
`Investors in the Funds are typically institutions, funds-of-funds, family offices, and high-
`net-worth individuals. The investment mandates and restrictions of the Funds are
`described in their respective offering documents. Investors are not permitted to impose
`their own investment restrictions on the Funds.
`
`The Hayman Funds
`Hayman is the general partner of Hayman Capital Partners, L.P., a Delaware limited
`partnership (“HCP” or the “Hayman Onshore Fund”) and is the managing general
`partner of Hayman Capital Master Fund, L.P., a Cayman Islands exempted limited
`partnership (the “Hayman Master Fund”). Hayman Offshore Management, Inc., a
`Cayman Islands exempted company (“HOM”) and affiliate of the Adviser, serves as the
`general partner of Hayman Capital Offshore Partners, L.P., an exempted limited
`partnership organized under the laws of the Cayman Islands (“HCOP” or the “Hayman
`Offshore Fund”) and the Hayman Master Fund. The Adviser serves as investment
`manager to HCP, HCOP, and the Hayman Master Fund (collectively, the “Hayman
`Funds”). HCP and HCOP invest substantially all of their assets in, and conduct
`substantially all of their investments and trading activities through, the Hayman Master
`Fund. The primary purpose of the Hayman Master Fund is to achieve a superior risk-
`adjusted return by investing primarily in event-driven situations or securities which will
`be influenced by macro-economic trends.
`
`The Japan Funds
`Hayman is the general partner of Japan Macro Opportunities Partners, L.P., a Delaware
`limited partnership (“JMOP” or the “Japan Onshore Fund”) and is the managing general
`partner of Japan Macro Opportunities Master Fund, L.P., a Cayman Islands exempted
`limited partnership (“JMOMF” or the “Japan Master Fund”). HOM serves as the general
`partner of Japan Macro Opportunities Offshore Partners, L.P., an exempted limited
`partnership organized under the laws of the Cayman Islands (“JMOOP” or the “Japan
`Offshore Fund”) and the Japan Master Fund. The Adviser serves as investment
`manager to JMOP, JMOOP and the Japan Master Fund (collectively, the “Japan
`Funds”). The Japan Onshore Fund and Japan Offshore Fund invest substantially all of
`their assets in, and conduct substantially all of their investments and trading activities
`through, the Japan Hayman Master Fund. The primary purpose of the Japan Master
`
`
`
`4
`
`Page 4
`
`

`

`Fund is to make investments in the Japanese foreign currency and interest rate
`markets.
`
`The investments received from investors in the Japan Funds at each closing are
`maintained in a special memorandum account on the books and records of the Japan
`Master Fund, each referred to as a “tranche”. An investor is only entitled to the assets
`of the Japan Funds attributable to the tranche(s) in which it invests.
`
`Separate Accounts
`Hayman provides investment management services to separately managed accounts,
`including “funds of one” (collectively, “Separate Accounts”). The investment mandates
`and other terms of Separate Accounts are negotiated with each client.
`
`Item 5 - Fees and Compensation
`
`Investors in the Funds and the owners of the Separate Accounts are subject to the fees
`and expenses described below. Hayman has the authority to negotiate these fees and
`expenses at its discretion. Hayman has waived or negotiated lower fees or expenses
`for certain clients and/or employees and their family members.
`
`The management fee is prorated for investments made in the middle of a billing period.
`In the event that the advisory services of the Adviser are terminated prior to the end of
`any calendar quarter, a proportionate amount of the applicable management fee will be
`refunded to such client or investor, as applicable. As described below, certain
`investments may be subject to withdrawals fees. Investors in the Funds should consult
`the offering documents for the relevant Fund for a detailed description of the fees and
`expenses applicable to their investment.
`
`The Hayman Funds
`The minimum aggregate investment that must be contributed and maintained to obtain
`Class I Interests in the Hayman Funds is $150 million. Limited partners that do not
`have an aggregate investment of $150 million will obtain Class A Interests. At any time
`a limited partner’s aggregate investment falls below the Class I Interest threshold, the
`entire balance of their capital accounts associated with the Class I Limited Partner will
`be automatically converted to Class A Interests.
`
`Investors in the Hayman Onshore Fund and the Hayman Offshore Fund are subject to
`the following fee schedule:
`
`
`Class A: 0.4625% (1.85% per annum)
`
`Class I: 0.375% (1.5% per annum); both
`payable in advance
`
`20% of net profits, subject to high water
`mark
`
`Quarterly Management Fee:
`
`
`
`Annual Performance Allocation:
`
`
`
`5
`
`Page 5
`
`

`

`Quarterly Management Fee:
`Performance Distribution:
`
`0.3125% (1.25% annually), payable in advance
`20% of distributions after return of
`initial
`capital, 35% after a 10X return on initial capital
`
`Withdrawal Fee:
`
`6% for withdrawals within first year,
`payable to the Master Fund
`
`
`The Japan Funds
`Investors in the Japan Onshore Fund and the Japan Offshore Fund are subject to the
`following fee schedule:
`
`
`
`Investors are subject to a 5% withdrawal penalty, payable to the relevant tranche, for
`withdrawals within three years of investing. This penalty does not apply to tranches
`held by a single Limited Partner.
`
`Hayman does not bill the investors in the Funds for management fees or performance
`allocations/distributions. Rather, management fees are deducted from the assets of the
`applicable Funds on a quarterly basis, generally at the beginning of each calendar
`quarter. Each Fund charges its applicable management fee to the capital accounts or
`shares, as applicable, of each investor in such Fund accordingly. Similarly, the
`performance allocations for the Hayman Funds are made within the applicable Funds
`generally at the end of each year, or sooner with respect to any investments withdrawn
`or redeemed from a Fund at any time other than at the end of a fiscal year.
`Performance Distributions from the Japan Funds are withheld from distribution
`proceeds.
`
`Separate Accounts
`Hayman does not maintain a fee schedule for Separate Accounts. Fees and expenses
`applicable to each account are negotiated separately.
`
`Expenses
`Clients of Hayman, including the Funds, will generally bear costs associated with
`management of their accounts, including (a) broker’s commissions, exchange fees,
`interest expenses, withholding and other taxes, custodial fees, clearing fees and
`account fees; (b) securities lending fees and expenses; (c) interest on margin accounts
`and other indebtedness, (d) regulatory costs and expenses, (e) expenses related to
`third-party research, publications, data and data services, including real-time pricing and
`market information (such as Bloomberg and Reuters services) and historical pricing and
`other data; (f) outside professional fees and expenses, including those of attorneys,
`accountants, consultants, administrators and independent advisors; (g) travel expenses
`incurred in connection with evaluating, negotiating, managing, or disposing of
`investments; and (h) indemnification payments, insurance costs and extraordinary
`expenses (including, but not limited to, litigation expenses). Please see the Brokerage
`Practices section of this brochure for further information regarding commissions and
`other transaction costs incurred by clients.
`
`
`
`6
`
`Page 6
`
`

`

`Item 6 - Performance Based Fees and Side-by-Side
`Management
`
`As described above, Hayman receives performance-based fees or allocations from all
`of its clients. Management of accounts that do not pay performance-based
`compensation side-by-side with accounts that do pay such compensation may create an
`incentive for an adviser to favor the accounts with performance compensation. In order
`to mitigate this potential conflict, the Adviser does not manage accounts that pay
`performance-based compensation side-by-side with accounts following a similar
`strategy that do not pay such compensation.
`Item 7 - Types of Clients
`
`Hayman provides investment management services to private pooled investment
`vehicles and separate accounts. Investors in the Funds are typically institutions, funds-
`of-funds, family offices, and high-net-worth individuals. The minimum initial capital
`contribution for the Hayman Funds is $5 million. The minimum initial capital contribution
`for the Japan Funds is currently (i) $10 million for a single Limited Partner to establish
`its own tranche and (ii) $250,000 for a multi-investor tranche. The general partner to
`the Funds may grant exceptions to these minimums. Hayman shall determine from time
`to time the minimum investment for each Separate Account.
`
`Investors in each of the U.S. Funds and U.S. investors in the each of the offshore Funds
`must each be (i) an “accredited investor” as defined in Regulation D under the U.S.
`Securities Act of 1933, as amended, and (ii) a “qualified purchaser” as that term is
`defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended
`(the “1940 Act”).
`Item 8 - Methods of Analysis, Investment Strategies and Risk
`of Loss
`
`Hayman’s investment process generally begins with idea generation driven by its
`Investment Team members’ monitoring of a defined set of sovereign actions, corporate
`events, global market conditions, and internal and external sources. Once an idea is
`generated, a preliminary evaluation of intrinsic value and risk/reward characteristics is
`conducted by the broader Investment Team. Potential investments are subject to
`further evaluation, generally including a fundamental analysis of government and/or
`company economics and an assessment of pricing discrepancies and identified
`catalysts. Country risk(s) (government, GDP, capital account, political situation, and
`currency assessment) are also assessed by the Investment Team.
`
`Based on this process, Kyle Bass, as the Chief Investment Officer (“CIO”) makes the
`final decision whether to proceed with an investment idea and position sizing (subject to
`any limitations in the agreements for the Separate Accounts). Capital is allocated on a
`position-by-position basis, depending on the specific opportunity and risk/return profile
`of a potential investment. However, concentration of exposures to certain industries or
`
`
`
`7
`
`Page 7
`
`

`

`product types is monitored closely by the CIO, Chief Risk Officer, and the Investment
`Team, who help formulate portfolio construction.
`
`Hayman’s primary investment strategy focuses on the use of special situation and
`event-driven investments. Depending on the investment mandate of the specific client,
`the Adviser may invest in any type of asset, including swaps, options, futures,
`commodities, currencies, distressed debt, and other types of equity and fixed-income
`securities. Hayman generally does not invest directly in real estate.
`
`The Japan Funds seek to invest in fully paid for fixed-income and foreign exchange
`securities and derivative products in the Japanese capital markets within a broad global
`macroeconomic strategy focusing on the risks to Japanese interest rate market and
`currency volatility relative to the U.S. dollar.
`
`The risks involved with the Hayman’s investment strategies and techniques are
`discussed below. All of these investments involve a risk of loss of invested capital,
`which clients and investors should be prepared to bear.
`
`Special Situation Companies/Distressed Investments. The Adviser may invest in
`securities of issuers in weak financial condition, experiencing poor operating results,
`having substantial financial needs or negative net worth, facing special competitive or
`product obsolescence problems, or that are involved in bankruptcy or reorganization
`proceedings. Investments of this type involve substantial financial business risks that
`can result in substantial or total losses. Among the problems involved in assessing and
`making investments in troubled issuers is that it may be difficult to obtain information as
`to the condition of such issuer. The market prices of the securities of such issuers are
`also subject to abrupt and erratic market movements and above-average price volatility,
`and the spread between the bid and asked prices of such securities may be greater
`than normally expected. It may take a number of years for the market prices of such
`securities to reflect their intrinsic values. Some securities may not be widely traded and
`the Adviser’s positions in such securities may be substantial in relation to the overall
`market for such securities.
`
`These types of securities require active monitoring and, at times, may require
`participating in bankruptcy or reorganization proceedings by the Adviser. To the extent
`that the Adviser becomes involved in such proceedings, client accounts may have a
`more active participation in the affairs of the issuer than originally contemplated. In
`addition, the Adviser’s participation in such proceedings may restrict or limit clients’
`ability to trade securities of the subject company.
`
`Risk Arbitrage Transactions. The Adviser may engage in risk arbitrage transactions
`where it purchases securities at prices slightly below the anticipated value of the cash,
`securities or other consideration to be paid or exchanged for such securities in a
`proposed merger, exchange offer, tender offer or other similar transaction. Such
`purchase price may be substantially in excess of the market price of the securities prior
`to the announcement of the merger, exchange offer, tender offer or other similar
`transaction. If the proposed merger, exchange offer, tender offer or other similar
`transaction later appears likely not to be consummated or it is not consummated or is
`
`
`
`8
`
`Page 8
`
`

`

`delayed, the market price of the security purchased by the Adviser may decline sharply
`and result in losses if such securities are sold, transferred or exchanged for securities or
`cash, the value of which is less than the purchase price. In certain transactions, the
`position may not be “hedged” against market fluctuations. Even if the proposed
`transaction is consummated, this can result in losses. In addition, a security to be
`issued in a merger or exchange offer may be sold short by the Adviser in the
`expectation that the short position will be covered by delivery of such security when
`issued. If the merger or exchange offer is not consummated, the Adviser may be forced
`to cover its short position at a higher price than its short sale price, resulting in a loss.
`
`Concentration. Although the Adviser generally intends to diversify investments made by
`its clients, investments may at times be concentrated in a limited number of companies
`or industries. If such an investment performs poorly, this concentration could cause a
`proportionately greater loss than if a larger number of investments were made, and if
`such proportionately greater loss occurs, it may adversely impact the overall return on
`investment realized by clients.
`
`Illiquid Investments. Certain investments may not be able to be sold except pursuant to
`a registration statement filed under the Securities Act of 1933 (the “Securities Act”) or in
`accordance with Rule 144 or another exemption under the Securities Act. Furthermore,
`because of the speculative and non-public nature of some investments, the Adviser
`may, from time to time, sell or otherwise dispose of investments that later prove to be
`more valuable than anticipated at the time of such disposition. Any premature sales or
`dispositions may prevent clients from realizing the same overall return on investment as
`may have been realized if such sales or dispositions had been made at a later date.
`
`
`Certain securities may be difficult or impossible to sell at the time and price that the
`Adviser desires. The Adviser may have to lower the price, sell other securities instead
`or forego an investment opportunity, any of which could have a negative effect on the
`performance of the affected client accounts.
`
`Leverage. When permitted, leverage increases the account’s exposure to losses.
`Moreover, if an account’s revenues were not sufficient to pay the principal of and
`interest on the debt when due, the client could sustain a total loss of investment.
`
`
`Counterparty Creditworthiness. When the Adviser engages in certain transactions,
`including, but not limited to, swap transactions, forward foreign currency transactions
`and bonds and other fixed-income securities, the Adviser relies on the creditworthiness
`of its counterparty. In certain instances, counterparty risk or credit risk is affected by the
`lack of a central clearinghouse.
`
`In times of market distress consistent with current economic conditions, a counterparty
`may default rapidly and without notice to the Adviser, and the Adviser may be unable to
`take action to cover its exposure, either because it lacks the contractual ability or
`because market conditions make it difficult to take effective action in a timely manner. In
`the event of a counterparty default, the affected accounts could incur significant losses.
`In the event that one of the counterparties becomes insolvent or files for bankruptcy, the
`ability to eventually recover any losses suffered as a result of that counterparty’s default
`
`
`
`9
`
`Page 9
`
`

`

`may be limited by the liquidity of the counterparty or the applicable legal regime
`governing the bankruptcy proceeding. Concerns about, or a default by, one large
`participant could lead to significant liquidity problems for other participants, which may
`in turn expose affected accounts to significant losses. In the event of a counterparty
`default, particularly a default by a major investment bank, affected clients could incur
`material losses.
`
`Off-Balance Sheet Risk. In the normal course of business, the Adviser may invest in
`financial instruments with off-balance sheet risk. These instruments include forward
`contracts, swaps and securities and options contracts sold short. An off-balance sheet
`risk is associated with a financial instrument if such instrument exposes the investor to
`an accounting and economic loss in excess of the investor’s recognized asset carrying
`value in such financial instrument, if any; or if the ultimate liability associated with the
`financial instrument has the potential to exceed the amount that the investor recognizes
`as a liability in the investor’s statement of assets and liabilities. Additionally, in the
`normal course of business, the Adviser may purchase long positions in option contracts
`that do not have off-balance sheet-risk.
`
`Short Sales. The Adviser may effect short sales. Short selling is the practice of selling
`securities that are not owned by the seller, generally when the seller anticipates a
`decline in the price of the securities or for hedging purposes. To complete a short sale,
`an account generally must borrow the securities from a third party in order to make
`delivery to the buyer. The account generally is required to pay a brokerage commission
`that will increase the cost of selling such securities. The proceeds of the short sale plus
`additional cash or securities must be deposited as collateral with the lender of the
`securities to the extent necessary to meet margin requirements. The amount of the
`required deposit will be adjusted periodically to reflect any change in the market price of
`the securities that the account is required to return to the lender. The account is
`obligated to return securities equivalent to those borrowed at any time on demand of the
`lender of the securities borrower by purchasing them at the market price at the time of
`replacement. An increase in the value of any security that is the subject of short selling
`by an account may, as a result of the foregoing, have a material adverse effect on the
`assets of the account.
`
`
`Options. Both the purchasing and selling of call and put options entail risks. Although
`an option buyer’s risk is limited to the amount of the original investment for the purchase
`of the option, an investment in an option may be subject to greater fluctuation than is an
`investment in the underlying securities. In theory, an uncovered call writer’s loss is
`potentially unlimited, but in practice the loss is limited by the term of existence of the
`call. The risk for a writer of a put option is that the price of the underlying security may
`fall below the exercise price.
`
`Futures Contracts. The Adviser may invest in commodities futures contracts, options on
`futures contracts and in other products that may be traded on commodities exchanges
`regulated by the U.S. Commodity Futures Trading Commission or international
`exchanges or in the over-the-counter markets. Futures prices generally are extremely
`volatile. Because of the low margin deposits normally required in futures trading, an
`extremely high degree of leverage is common in a futures trading account. As a result,
`
`
`
`10
`
`Page 10
`
`

`

`a relatively small price movement in a futures contract may result in substantial losses.
`Similar to other leveraged investments, any purchase or sale of a futures contract may
`result in losses in excess of the amount invested. In addition, futures trading may be
`illiquid and frequently involves high transaction costs.
`
`Index Contracts. The Adviser may invest in customized instruments to seek to hedge
`against the risk of changes in the level of prices of broad market averages or indices, as
`well as narrower indices or baskets of securities, foreign currencies or commodity
`prices. These hedging strategies may be executed by the Adviser through the use of
`exchange-traded equity index options, standardized or individually negotiated over-the-
`counter contracts or other forms of derivative contracts (collectively, “index contracts”)
`structured by investment banking institutions.
`
`Index contracts generally have substantial risks associated with them, including
`possible default by the counterparty to the transaction, illiquidity and, to the extent the
`Adviser’s view as to certain market movements is incorrect, the risk that the use of such
`index contracts could result in losses greater than if they had not been used. In
`addition, certain over-the-counter index contracts may have no markets. As a result,
`the Adviser might not be able to close a transaction without incurring substantial losses,
`if at all.
`
`Foreign Securities. The Adviser may invest in securities of companies domiciled or
`operating in one or more foreign countries. Investing in foreign securities involves
`considerations and possible risks not typically involved in investing in securities of
`companies domiciled and operating in the United States, including instability of some
`foreign governments, the possibility of expropriation, limitations on the use or removal of
`funds or other assets, foreign currency risk, changes in governmental administration or
`economic or monetary policy (in the United States or abroad) or changed circumstances
`in dealings between nations. The application of foreign tax laws (e.g., the imposition of
`withholding taxes on dividend or interest payments) or confiscatory taxation may also
`affect investment in foreign securities. Higher expenses may result from investment in
`foreign securities than would from investment in domestic securities because of the
`costs that must be incurred in connection with conversion between various currencies
`and foreign brokerage commissions that may be higher than in the United States.
`Foreign securities markets also may be less liquid, more volatile and subject to less
`governmental supervision than in the Unites States, including lack of uniform
`accounting, auditing and financial reporting standards and potential difficulties in
`enforcing contractual obligations.
`
`Swaps and Similar Contracts. In addition to index contracts and other exchange-traded
`option contracts, the Adviser may invest in over-the-counter contracts that involve
`dealing with counterparties and their ability to satisfy their obligations under such
`contracts. Specifically, the Adviser may utilize repurchase agreements, forward
`contracts or swap arrangements, each of which may expose clients to credit risks to the
`extent that any counterparties to such contracts default on their obligations to perform
`under the relevant contracts.
`
`
`
`11
`
`Page 11
`
`

`

`Item 9 - Disciplinary Information
`
`Hayman and its employees have not been involved in any legal or disciplinary events
`that would be material to a client’s evaluation of the Adviser.
`Item 10 - Other Financial Industry Activities and Affiliations
`
`Hayman and its partners, affiliates and employees may engage in other activities,
`including providing investment management and advisory services to other funds and
`accounts, and shall not be required to refrain from any activity, to disgorge profits from
`any such activity or to devote all or any particular amount of time or effort of any of their
`officers, directors or employees to the Clients and their affairs. Such activities may
`require a substantial amount of time. Hayman and its affiliates may allow certain
`investors in the Funds to invest side-by-side with a Fund in connection with certain
`investments, and Hayman and its affiliates may receive fees in connection with such
`investments. None of the Funds, its investors or any other Clients have any right to
`participate or to obtain an interest in any such investment opportunities or any other
`outside activities of Hayman, its partners, affiliates and employees. In addition, such
`other activities could subject Clients to trading restrictions or position limits that could
`prevent Hayman from acting in the best interest of the Fund.
`
`The Investment Manager faces conflicts of interest when allocating investment
`opportunities among its Clients. Hayman and any of its affiliates may give different
`advice or take different action with respect to any Funds or Separate Accounts.
`Allocation of investment opportunities among Clients will be made on a basis that
`Hayman determines in good faith to be fair and reasonable taking into account
`considerations that it deems relevant, such as the investment objectives and investment
`portfolio of the Clients.
`
`If permitted under applicable law and the governing documents of each Client, Hayman
`may, on behalf of a Client for liquidity, portfolio rebalancing, trade allocation or other
`reasons, purchase investments from, sell investments to or enter into agreements with
`other Clients (i.e. “cross transactions”). The terms of any such cross transactions will be
`commercially reasonable and will not be materially less favorable to a Client than those
`available in the market. Hayman will receive no special fees or other compensation in
`connection with cross transactions. Expenses incurred in a cross transaction will be
`allocated equitably in the sole discretion of Hayman between the Clients that are parties
`to the cross transaction. Similarly, if a transaction is cancelled, any costs incurred will be
`allocated equitably in the sole discretion of Hayman between the Clients that are parties
`to the cross transaction.
`
`The Investment Manager is registered as a commodity pool operator and commodity
`trading adviser with the CFTC and is a member of the U.S. National Futures
`Association.
`
`
`
`
`12
`
`Page 12
`
`

`

`Item 11 - Code of Ethics, Participation or Interest in Client
`Transactions and Personal Trading
`
`Subject to Hayman’s Code of Ethics, neither the Adviser nor its employees are
`prohibited from buying or selling securities for their own accounts, and may take
`investment positions similar or contrary to those acquired for Clients. Certain of
`Hayman’s employees may invest in the Funds as limited partners. The Adviser waives
`the management fee and the performance allocation with respect to Fund investments
`held by employees.
`
`Hayman has adopted a written Code of Ethics that is applicable to all of its officers and
`employees. Among other things, the code requires such officers and employees to
`adhere to high ethical standards, act in clients’ best interests, and abide by all
`applicable regulations. The Code of Ethics includes an Insider Trading Policy that is
`designed to prevent officers and employees from misusing material non-public
`information; including information regarding the Clients’ tra

This document is available on Docket Alarm but you must sign up to view it.


Or .

Accessing this document will incur an additional charge of $.

After purchase, you can access this document again without charge.

Accept $ Charge
throbber

Still Working On It

This document is taking longer than usual to download. This can happen if we need to contact the court directly to obtain the document and their servers are running slowly.

Give it another minute or two to complete, and then try the refresh button.

throbber

A few More Minutes ... Still Working

It can take up to 5 minutes for us to download a document if the court servers are running slowly.

Thank you for your continued patience.

This document could not be displayed.

We could not find this document within its docket. Please go back to the docket page and check the link. If that does not work, go back to the docket and refresh it to pull the newest information.

Your account does not support viewing this document.

You need a Paid Account to view this document. Click here to change your account type.

Your account does not support viewing this document.

Set your membership status to view this document.

With a Docket Alarm membership, you'll get a whole lot more, including:

  • Up-to-date information for this case.
  • Email alerts whenever there is an update.
  • Full text search for other cases.
  • Get email alerts whenever a new case matches your search.

Become a Member

One Moment Please

The filing “” is large (MB) and is being downloaded.

Please refresh this page in a few minutes to see if the filing has been downloaded. The filing will also be emailed to you when the download completes.

Your document is on its way!

If you do not receive the document in five minutes, contact support at support@docketalarm.com.

Sealed Document

We are unable to display this document, it may be under a court ordered seal.

If you have proper credentials to access the file, you may proceed directly to the court's system using your government issued username and password.


Access Government Site

We are redirecting you
to a mobile optimized page.





Document Unreadable or Corrupt

Refresh this Document
Go to the Docket

We are unable to display this document.

Refresh this Document
Go to the Docket