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`Form ADV
`Part 2A Brochure
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`2101 Cedar Springs Road
`Suite 1400
`Dallas, Texas 75201
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`Updated: March 30, 2015
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`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.
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`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.
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`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.
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`information about Hayman
`Additional
`www.adviserinfo.sec.gov.
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`is also available on
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`the SEC’s website at:
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`Page 1
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`NPS EX. 2006
`CFAD v. NPS
`IPR2015-01093
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`Item 2 – Material Changes
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`There have not been any material changes associated with this annual update as
`compared to the Form ADV Part 2A dated March 2014.
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`Table of Contents
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`Brochure
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`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
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`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.
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`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”).
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`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.
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`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.
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`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
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`Fund is to make investments in the Japanese foreign currency and interest rate
`markets.
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`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.
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`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.
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`Item 5 - Fees and Compensation
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`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.
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`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.
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`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.
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`Investors in the Hayman Onshore Fund and the Hayman Offshore Fund are subject to
`the following fee schedule:
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`Class A: 0.4625% (1.85% per annum)
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`Class I: 0.375% (1.5% per annum); both
`payable in advance
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`20% of net profits, subject to high water
`mark
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`Quarterly Management Fee:
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`Annual Performance Allocation:
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`Quarterly Management Fee:
`Performance Distribution:
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`0.3125% (1.25% annually), payable in advance
`20% of distributions after return of
`initial
`capital, 35% after a 10X return on initial capital
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`Withdrawal Fee:
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`6% for withdrawals within first year,
`payable to the Master Fund
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`The Japan Funds
`Investors in the Japan Onshore Fund and the Japan Offshore Fund are subject to the
`following fee schedule:
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`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.
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`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.
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`Separate Accounts
`Hayman does not maintain a fee schedule for Separate Accounts. Fees and expenses
`applicable to each account are negotiated separately.
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`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.
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`Item 6 - Performance Based Fees and Side-by-Side
`Management
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`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
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`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.
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`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
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`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.
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`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
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`product types is monitored closely by the CIO, Chief Risk Officer, and the Investment
`Team, who help formulate portfolio construction.
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`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.
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`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.
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`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.
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`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.
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`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.
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`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
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`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.
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`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.
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`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.
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`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.
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`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.
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`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.
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`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
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`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.
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`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.
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`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.
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`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.
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`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,
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`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.
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`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.
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`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.
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`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.
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`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.
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`Item 9 - Disciplinary Information
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`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
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`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.
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`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.
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`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.
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`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.
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`Item 11 - Code of Ethics, Participation or Interest in Client
`Transactions and Personal Trading
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`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.
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`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