UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
HATTERAS CORE ALTERNATIVES INSTITUTIONAL FUND,
L.P.
(Name of Subject Company (Issuer))
HATTERAS CORE ALTERNATIVES INSTITUTIONAL FUND,
L.P.
(Name of Filing Person(s) (Issuer))
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
David B. Perkins
8510 Colonnade Center Drive
Suite 150
Raleigh, North Carolina 27615
919-846-2324
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
With a copy to:
Michael P. Malloy, Esq.
Faegre Drinker Biddle & Reath LLP
One Logan Square
Suite 2000
Philadelphia, PA 19103-6996
215-988-2700
March 26, 2020
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
| Transaction Valuation: |
$3,100,000 (approximately 5.00% of January 31, 2020 NAV) (a) |
Amount of Filing Fee: |
$0 (b) |
| (a) | Calculated as the aggregate maximum value of Units being
purchased. |
| (b) | The Hatteras Core Alternatives Institutional Fund, L.P. (the “Fund”) is a feeder fund
that invests substantially all of its investable assets in the Hatteras Master Fund, L.P. (the “Master Fund”). The
Master Fund is conducting a concurrent tender offer, pursuant to which the Master Fund pays registration fees on all of its shares
it offers to repurchase, including shares repurchased from the Fund, pursuant to no-action relief granted by the Staff of the Securities
and Exchange Commission (see Ironwood Multi-Strategy Fund LLC and Ironwood Institutional Multi-Strategy Fund LLC, SEC No-Action
Letter (pub. avail. April 19, 2017). |
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form or Registration No.: |
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Filing Party: |
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Date Filed: |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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| Check the appropriate boxes below to designate any transactions to which the statement relates: |
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a
final amendment reporting the results of the tender offer: [ ]
| Item 1. | SUMMARY TERM SHEET. |
| • | Hatteras Core Alternatives Institutional Fund, L.P. (the “Fund”) is offering to purchase
Units (as defined below) in the Fund (the “Offer”) in an amount up to approximately 5.00% of the net assets of the
Fund (or $3,100,000 as of January 31, 2020) from partners of the Fund (the “Partners”) at their net asset value (that
is, the value of the Fund’s total assets minus its total liabilities, including accrued fees and expenses, multiplied by
the proportionate interest in the Fund a Partner desires to tender, after giving effect to all allocations, including any incentive
allocation) calculated as of the Repurchase Date (as defined below), less any Repurchase Fee (as defined below) due to the Fund
in connection with the repurchase. As used in this Schedule TO, the term “Unit” or “Units” refers to the
limited partnership units in the Fund or fractions thereof that constitute the class, including fractions of Units, of security
that is the subject of the Offer, and includes all or some of a Partner’s Units as the context requires. Partners that desire
to tender Units for purchase must do so by 11:59 PM, Eastern Time on April 24, 2020 (the “Initial Notice Due Date”),
subject to any extension of the Offer made in the absolute discretion of the Fund’s Board of Directors. The later of the
Initial Notice Due Date or the latest time and date that the Fund designates as the deadline and expiration date for Partners to
tender Units for purchase is called the “Notice Due Date,” and is the date upon which the Offer expires. The net asset
value of Units will be calculated for this purpose as of June 30, 2020, or at a later date determined by the Fund if the Offer
is extended (in each case, the “Repurchase Date”). |
| • | The Fund reserves the right to adjust the Repurchase Date to correspond with any extension of the
Offer. The Fund will review the net asset value calculation of the Units during the Fund’s audit for the fiscal year ending
on or after the Repurchase Date, which the Fund expects will be completed within 60 days of the fiscal year-end, and that net asset
value will be used to determine the final amount paid for tendered Units. Since the Fund’s fiscal year ending on or after
the Repurchase Date is March 31, 2021, the Fund expects that the audit will be completed by the end of May 2021. |
| • | A Partner may tender all its Units or some of its Units. If a Partner tenders some of its Units
in an amount that would cause the Partner’s remaining Units to have a NAV of less than $25,000, Hatteras Investment Partners (the “General
Partner”) reserves the right to reduce the amount to be repurchased from the Partner so that the required minimum account
balance is maintained or to repurchase the remainder of the Partner’s Units in the Fund. See Item 4(a)(1)(ii). |
| • | A Partner who tenders Units prior to holding such Units for 12 consecutive months may be subject
to a “Repurchase Fee” payable to the Fund equal to 2.00% of the amount requested to be purchased, to be netted against
withdrawal proceeds. |
| • | If a Partner tenders its Units and the Fund purchases those Units, the Fund will issue the Partner
a non-interest bearing, non-transferable promissory note (the “Note”) entitling the Partner to receive an amount equal
to the unaudited net asset value of the Units tendered (valued in accordance with the Fund’s Amended and Restated Agreement
of Limited Partnership dated as of July 29, 2016 (as it may be amended, modified or otherwise supplemented from time to time, the
“Partnership Agreement”)) determined as of the Repurchase Date. |
| • | The Note will entitle the Partner to receive an initial payment in cash (valued according to the
Partnership Agreement) equal to at least 95% (100% in the case of a Partner that tenders less than all of its Units) of the unaudited
net asset value of the Units tendered by the Partner that is accepted for purchase by the Fund (the “Initial Payment”).
The Fund may take up to 90 days after the Repurchase Date to make the Initial Payment. |
| • | In the case of a Partner that tenders all of its Units, the Note will also entitle the Partner
to receive a contingent payment (the “Post-Audit Payment”) equal to the excess, if any, of (1) the net asset value
of the Units tendered and purchased as of the Repurchase Date (as it may be adjusted based upon the next annual audit of the Fund’s
financial statements), less any Repurchase Fee due to the Fund in connection with the repurchase, over (2) the Initial Payment.
The Post-Audit Payment will be payable promptly after the completion of the Fund’s next annual audit. Final adjustments of
payments in connection with the repurchased Units generally will be made promptly after the completion of the annual audit of the
Fund. Proceeds of the Initial Payment and the Post-Audit Payment, if applicable, will be wire-transferred directly to an account
designated by the Partner. The Note will be held by UMB Fund Services, Inc. (referred to herein as “UMBFS” or the “Administrator”)
on the Partner’s behalf. Upon a written request by a Partner to UMBFS, UMBFS will mail the Note to the Partner at the address
of the Partner as maintained in the books and records of the Fund. See Item 4(a)(1)(ii). |
| • | Units will be repurchased on a “first in-first out” basis (i.e., the portion of the
Units repurchased will be deemed to have been taken from the earliest capital contribution made by such Partner (adjusted for subsequent
appreciation and depreciation) until that capital contribution is decreased to zero, and then from each subsequent capital contribution
made by such Partner (as adjusted) until such capital contribution is decreased to zero). |
| • | The Offer is being made to all Partners of the Fund and is not conditioned on any minimum number
of Units being tendered. If the Fund accepts the tender of the Partner’s Units, the Fund will make payment for Units it purchases
from one or more of the following sources: cash on hand, proceeds from the sale of a portion of the Fund’s interest in the
Master Fund (as defined below), or borrowings. The purchase amount will be paid entirely in cash, less any Repurchase Fee due to
the Fund in connection with the repurchase. See Item 4(a)(1)(ii). |
| • | Partners that desire to tender Units for purchase must do so by 11:59 PM, Eastern Time, on April
24, 2020 (or if the Offer is extended, by any later Notice Due Date), at which time the Offer is scheduled to expire. Until the
Notice Due Date, Partners have the right to change their minds and withdraw any tenders of their Units. Units withdrawn may be
re-tendered, however, provided that such tenders are made before the Notice Due Date by following the tender procedures described
herein. If the Fund has not yet accepted a Partner’s tender of Units on or prior to May 22, 2020 (i.e., the date 40
business days from the commencement of the Offer), a Partner will also have the right to withdraw its tender of its Units after
such date. See Item 4(a)(1)(vi). |
| • | If a Partner would like the Fund to purchase all or some of its Units, it should complete, sign
and either (i) mail or otherwise deliver a Letter of Transmittal to Hatteras Core Alternatives Funds, c/o UMB Fund Services, Inc.
at 235 W. Galena St., Milwaukee, Wisconsin 53212-3948, Attention: Tender Offer Administrator; or (ii) fax it to UMBFS at (816)
860-3138, Attention: Tender Offer Administrator, so that it is received before 11:59 PM, Eastern Time, on April 24, 2020. See Item
4(a)(1)(vii). The value of the Units may change between January 31, 2020 (the last time prior to the date of this filing as of
which net asset value was calculated) and the Repurchase Date, the date as of which the value of the Units being purchased will
be determined. See Item 2(b). Partners desiring to obtain the estimated net asset value of their Units, which the Fund will calculate
from time to time based upon the information the Fund receives from the portfolio managers of the investment funds in which it
invests, may contact UMBFS, at (800) 504-9070 or at the address listed on the first page of the Letter of Transmittal, Monday through
Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time). |
Please note that just as
each Partner has the right to withdraw its tender prior to the Notice Due Date, the Fund has the right to cancel, amend or postpone
the Offer at any time before the Notice Due Date. Also realize that although the Offer is scheduled to expire on April 24, 2020,
a Partner that tenders all of its Units will remain a Partner of the Fund through the Repurchase Date, when the net asset value
of the Partner’s Units is calculated, notwithstanding the Fund’s acceptance of the Partner’s Units for purchase.
| Item 2. | ISSUER INFORMATION. |
(a) The
name of the issuer is “Hatteras Core Alternatives Institutional Fund, L.P.” The Fund is registered under the Investment
Company Act of 1940, as amended (the “1940 Act”), as a closed-end, diversified, management investment company, and
is organized as a Delaware limited partnership. The principal executive office of the Fund is located at 8510 Colonnade Center
Drive, Suite 150, Raleigh, North Carolina, 27615 and its telephone number is (919) 846-2324.
(b) The
title of the securities that are the subject of the Offer is “limited partnership units,” or portions thereof, in the
Fund. As of the close of business on January 31, 2020, the net asset value of the Fund was $62,521,057. Subject to the conditions
set out in the Offer, the Fund will purchase Units in an amount up to approximately 5.00% of the net assets of the Fund that are
tendered by and not withdrawn by Partners as described above in Item 1.
(c) There
is no established trading market for the Units, and any transfer of Units is strictly limited by the terms of the Partnership Agreement.
| Item 3. | IDENTITY AND BACKGROUND OF FILING PERSON. |
The name of the filing person
(i.e., the Fund and the subject company) is “Hatteras Core Alternatives Institutional Fund, L.P.” The Fund’s
principal executive office is located at 8510 Colonnade Center Drive, Suite 150, Raleigh, North Carolina, 27615 and the telephone
number is (919) 846-2324. The principal executive office of the General Partner is located at 8510 Colonnade Center Drive, Suite
150, Raleigh, North Carolina, 27615. The Fund seeks to achieve its investment objective by investing substantially all of its assets
in Hatteras Master Fund, L.P., a Delaware limited partnership (the “Master Fund”). The investment managers of the Master
Fund are Hatteras Investment Partners (the “Adviser”) and Portfolio Advisors, LLC (“Portfolio Advisors” or the “Sub-Adviser,”
together with the Adviser, the “Investment Managers”). The principal executive office of the Adviser is located at
8510 Colonnade Center Drive, Suite 150, Raleigh, North Carolina, 27615. The principal executive office of Portfolio Advisors is
located at 9 Old Kings Hwy S, Darien, Connecticut, 06820. The directors on the Fund’s board of directors (the “Board
of Directors”) are David B. Perkins, H. Alexander Holmes, Steve E. Moss, Thomas Mann and Gregory S. Sellers. Their address
is c/o Hatteras Core Alternatives Institutional Fund, L.P. at 8510 Colonnade Center Drive, Suite 150, Raleigh, North Carolina 27615.
| Item 4. | TERMS OF THE TENDER OFFER. |
(a) (1) (i) Subject
to the conditions set out in the Offer, the Fund will purchase Units in an amount up to approximately 5.00% of the net assets of
the Fund that are tendered by Partners by 11:59 PM, Eastern Time, on April 24, 2020 (or if the Offer is extended, by any later
Notice Due Date) and not withdrawn as described in Item 4(a)(1)(vi).
(ii) The
value of the Units tendered to the Fund for purchase will be the net asset value as of the close of business on June 30, 2020,
or, if the Offer is extended, as of any later Repurchase Date, less any Repurchase Fee due to the Fund in connection with the repurchase.
See Item 4(a)(1)(v) below.
A Partner may tender all
or some of its Units. If a Partner tenders some of its Units in an amount that would cause the Partner’s remaining Units
to have a net asset value of less than $25,000, the General Partner reserves the right to reduce the amount to be repurchased from
the Partner so that the required minimum account balance is maintained or to repurchase the remainder of the Partner’s Units
in the Fund. Each Partner that tenders Units that are accepted for purchase will be given a Note, a non-interest bearing, non-transferable
promissory note, promptly after the Notice Due Date. The Note will entitle the Partner to be paid an amount equal to the value,
determined as of the Repurchase Date, of the Units being purchased (subject to adjustment upon completion of the next annual audit
of the Fund’s financial statements). The Note will entitle the Partner to receive the Initial Payment in an amount equal
to at least 95% (100% in the case of a Partner that tenders less than all its Units) of the unaudited net asset value of the Units
tendered and accepted for purchase by the Fund, determined as of the Repurchase Date, less any Repurchase Fee due to the Fund in
connection with the repurchase. The Fund may take up to 90 days after the Repurchase Date to make the Initial Payment. In the case
of a Partner that tenders all of its Units, the Note will also entitle a Partner to receive the Post-Audit Payment, a contingent
payment equal to the excess, if any, of (1) the net asset value of the Units tendered and purchased as of the Repurchase Date (as
it may be adjusted based upon the next annual audit of the Fund’s financial statements), less any Repurchase Fee due to the
Fund in connection with the repurchase, over (2) the Initial Payment. The Post-Audit Payment will be payable promptly after
the completion of the Fund’s next annual audit. Final adjustments of payments in connection with the repurchased Units generally
will be made promptly after the completion of the annual audit of the Fund. It is anticipated that the annual audit of the Fund’s
financial statements will be completed no later than 60 days after the fiscal year-end of the Fund.
The purchase amount will
be paid entirely in cash.
(iii) The
Offer is scheduled to expire at 11:59 PM, Eastern Time, on April 24, 2020. Partners that desire to tender Units for purchase must
do so by that time, unless the Offer is extended in the absolute discretion of the Board of Directors.
(iv) Not
applicable.
(v) At
the absolute discretion of the Board of Directors, the Fund reserves the right, at any time and from time to time, to extend the
period of time during which the Offer is open by notifying Partners of such extension. If the Fund elects to extend the tender
period, the net asset value of the Units tendered for purchase will be determined at the close of business on a day determined
by the Fund and notified to the Partners. During any such extension, all Units previously tendered and not withdrawn will remain
subject to the Offer. At the absolute discretion of the Board of Directors, the Fund also reserves the right, at any time and from
time to time, up to and including the Notice Due Date, to: (a) cancel the Offer in the circumstances set out in Section 8 of the
Offer to Purchase dated March 26, 2020, and, in the event of such cancellation, not to purchase or pay for any Units tendered pursuant
to the Offer; (b) amend the Offer; and (c) postpone the acceptance of Units. If the Fund determines to amend the Offer or to postpone
the acceptance of Units tendered, it will, to the extent necessary, extend the period of time during which the Offer is open as
provided above and will promptly notify the Partners.
(vi) Until
the Notice Due Date, Partners have the right to change their minds and withdraw any tenders of their Units. Units withdrawn may
be re-tendered, however, provided that such tenders are made before 11:59 PM, Eastern Time, April 24, 2020 (or, if the Offer is
extended, by any later Notice Due Date) by following the tender procedures described herein. Pursuant to Rule 13e-4(f)(2)(ii) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if the Fund has not yet accepted a Partner’s
tender of Units on or prior to May 22, 2020 (i.e., the date 40 business days from the commencement of the Offer), a Partner
will also have the right to withdraw its tender of its Units after such date.
(vii) Partners
wishing to tender Units pursuant to the Offer should send or deliver a completed and executed Letter of Transmittal to UMBFS to
the attention of the Tender Offer Administrator, at the address set out on the first page of the Letter of Transmittal, or fax
a completed and executed Letter of Transmittal to UMBFS, also to the attention of the Tender Offer Administrator, at the fax number
set out on the first page of the Letter of Transmittal. The completed and executed Letter of Transmittal must be received by UMBFS,
either by mail or by fax, no later than 11:59 PM, Eastern Time, on April 24, 2020 (or if the Offer is extended, by any later Notice
Due Date). The Fund recommends that all documents be submitted to UMBFS by certified mail, return receipt requested, or by facsimile
transmission.
Any Partner tendering Units
pursuant to the Offer may withdraw its tender as described above in Item 4(a)(1)(vi). To be effective, any notice of withdrawal
must be timely received by UMBFS at the address or fax number set out on the first page of the Letter of Transmittal. A tender
of Units properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Offer. Units withdrawn may be re-tendered,
however, provided that such tenders are made before the Notice Due Date by following the tender procedures described above.
(viii) For
purposes of the Offer, the Fund will be deemed to have accepted (and thereby purchased) Units that are tendered if and when it
gives written notice to the tendering Partner of its election to purchase such Units.
(ix) If
Units in excess of approximately 5.00% of the net assets of the Fund are duly tendered to the Fund prior to the Notice Due Date
and not withdrawn prior to the Notice Due Date, the Fund will in its sole discretion either: (a) accept the additional Units permitted
to be accepted pursuant to Rule 13e-4(f)(3) under the Exchange Act; (b) extend the Offer, if necessary, and increase the amount
of Units that the Fund is offering to purchase to an amount it believes sufficient to accommodate the excess Units tendered as
well as any Units tendered during the extended Offer; or (c) accept Units tendered before the Notice Due Date and not withdrawn
prior to the Notice Due Date for payment on a pro rata basis based on the aggregate net asset value of tendered Units. If Units
are repurchased on a pro rata basis, tendering Partners will not have all of their tendered Units repurchased by the Fund and such
Partners would be required to submit tender requests in the next tender offer made by the Fund. Furthermore, such Partners’
requests would not take priority over any other requests in future tender offers. The Offer may be extended, amended or canceled
in various other circumstances described in Item 4(a)(1)(v) above.
(x) The
purchase of Units pursuant to the Offer will have the effect of increasing the proportionate interest in the Fund of Partners that
do not tender Units. Partners that retain their Units may be subject to increased risks that may possibly result from the reduction
in the Fund’s aggregate assets resulting from payment for the Units tendered. These risks include the potential for greater
volatility due to decreased diversification. The Fund believes, however, that this result is unlikely given the nature of the Fund’s
investment program. A reduction in the aggregate assets of the Fund may result in Partners that do not tender Units bearing higher
costs to the extent that certain expenses borne by the Fund are relatively fixed and may not decrease if assets decline. These
effects may be reduced or eliminated to the extent that additional subscriptions for Units are made by new and existing Partners
from time to time. Payment for Units purchased pursuant to the Offer may also require the Fund to tender a portion of its interest
in the Master Fund. Such a tender by the Fund could result in the Investment Managers being required to raise cash to accommodate
the tender by liquidating portfolio holdings in the Master Fund earlier than the Investment Managers would otherwise have caused
these holdings to be liquidated, potentially resulting in losses or increased investment related expenses for the Master Fund.
In addition to its own operating expenses, the Fund also bears a pro rata portion of the operating expenses of the Master Fund.
(xi) Not
applicable.
(xii) The
following discussion is a general summary of the federal income tax consequences of the purchase of Units by the Fund for cash
pursuant to the Offer. Partners should consult their own tax advisors for a complete description of the tax consequences to them
of a purchase of their Units by the Fund pursuant to the Offer.
A Partner who sells all or
some of the Partner's Units to the Fund will generally recognize income or gain only to the extent the amount of cash received
by the Partner exceeds the Partner's adjusted tax basis in the Partner's entire investment at that time. The Partner's adjusted
tax basis in the Partner's Units will be reduced by the amount of any cash received by the Partner from the Fund, and any excess
of that cash over that basis will generally constitute capital gain for the Partner. It is possible, however, that Partners might
recognize some ordinary income by reason of the sale, under certain technical rules that apply to the extent a partner disposes
of the partner's share of "unrealized receivables" of a partnership (as defined in Internal Revenue Code section 751).
No loss will be recognized by a Partner on such a sale to the Fund, except that a Partner who sells the Partner's entire investment
to the Fund may recognize a capital loss at the time of the determination of the Post-Audit Payment to the extent the aggregate
cash received, and to be received, by the Partner is less than the Partner's adjusted tax basis in the Units.
(b) Any
Units to be purchased from any officer, director or affiliate of the Fund will be on the same terms and conditions as any other
purchase of Units.
| Item 5. | PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. |
The Fund’s registration
statement on Form N-2, filed with the U.S. Securities and Exchange Commission on September 29, 2017 (as it may be amended, modified
or otherwise supplemented from time to time, the “Registration Statement”), and the Partnership Agreement, each of
which was provided to each Partner in advance of subscribing for Units, provide that the Board of Directors has the discretion
to determine whether the Fund will purchase Units from Partners from time to time pursuant to written tenders, and that one of
the factors the Board of Directors will consider in making such determination is the recommendations of the General Partner and
the Investment Managers. The Registration Statement also states that the General Partner and the Investment Managers expect that
they will recommend to the Board of Directors that the Fund offer to repurchase Units from Partners quarterly each year. The Fund
commenced operations on January 1, 2007 and has made fifty previous offers to purchase limited partnership interests from Partners
since inception.
| Item 6. | PURPOSES OF THIS TENDER OFFER AND PLANS OR PROPOSALS. |
(a) The
purpose of the Offer is to provide liquidity to Partners that hold Units, as contemplated by and in accordance with the procedures
set out in the Registration Statement and the Partnership Agreement.
(b) Units
that are tendered to the Fund in connection with the Offer will be retired, although the Fund may issue Units from time to time
in accordance with the Partnership Agreement. The Fund currently expects that it will accept subscriptions for Units as of the
first day of each month, but is under no obligation to do so, and may do so more frequently as determined by the General Partner.
| Item 7. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
(a) The
Fund expects that the amount offered for the purchase of Units pursuant to the Offer, which will not exceed approximately 5.00%
of the net assets of the Fund (unless the Fund elects to purchase a greater amount as described in Item 4(a)(1)(ix)), will be paid
from one or more of the following sources: cash on hand, proceeds from the sale of a portion of the Fund’s interest in the
Master Fund or borrowings (as described in paragraph (d) below). Upon its acceptance of tendered Units for repurchase, the Fund
will maintain daily, as an entry on its books, a distinct account consisting of (1) cash or (2) a portion of its interest in the
Master Fund, in an amount equal to the aggregate estimated unpaid dollar amount of any Note, as described above.
(b) There
are no material conditions to the financing of the transaction. There are currently no alternative financing plans or arrangements
for the transaction.
(c) Not
applicable.
(d) None
of the Fund, the General Partner, the Investment Managers or the Board of Directors or any person controlling the Fund, the General
Partner or the Investment Managers has determined at this time to borrow funds to purchase Units tendered in connection with the
Offer. Depending on the dollar amount of Units tendered and prevailing general economic and market conditions, the Fund, in its
sole discretion, may decide to seek to borrow money to fund all or a portion of the purchase amount for Units, subject to compliance
with applicable law. The Fund expects that the repayment of any amounts borrowed will be financed from additional funds contributed
to the Fund by existing or new Partners or from a tender of a portion of its interest in the Master Fund.
| Item 8. | INTEREST IN SECURITIES OF THE ISSUER. |
(a) Based
on January 31, 2020 unaudited values, David B. Perkins, Director and Chairman of the Board of Directors of the Fund, beneficially
owns 12,714 Units (approximately 2.62% of all Units) in the Fund.
Based on January 31, 2020
unaudited values, Steve E. Moss, Director of the Fund, does not have any beneficial ownership in the Fund.
Based on January 31, 2020
unaudited values, H. Alexander Holmes, Director of the Fund, beneficially owns 2,571 Units (approximately 0.53% of all Units) in
the Fund.
Based on January 31, 2020
unaudited values, Gregory S. Sellers, Director of the Fund, does not have any beneficial ownership in the Fund.
Based on January 31, 2020
unaudited values, Thomas Mann, Director of the Fund, beneficially owns 499 Units (approximately 0.10% of all Units) in the Fund.
(b)
There have been no transactions involving Units that were effected during the past 60 days by the Fund, the General Partner, the
Investment Managers, any member of the Board of Directors or any person controlling the Fund, the General Partner or the Investment
Managers.
| Item 9. | PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED. |
No persons have been directly
or indirectly employed or retained or are to be compensated by the Fund to make solicitations or recommendations in connection
with the Offer.
| Item 10. | FINANCIAL STATEMENTS. |
(a) (1) The Fund commenced
operations on January 1, 2007. Reference is made to the following financial statements of the Fund, which the Fund has prepared
and furnished to Partners pursuant to Rule 30e-l under the 1940 Act and filed with the Securities and Exchange Commission pursuant
to Rule 30b2-1 under the 1940 Act, and which are incorporated by reference in their entirety for the purpose of filing this Schedule
TO: Audited Financial Statements for the Period from January 1, 2007 (Commencement of Operations) to March 31, 2007, previously
filed with the SEC on Form N-CSR on June 8, 2007; Unaudited Financial Statements for the Period Ended September 30, 2007, previously
filed with the SEC on Form N-CSR on December 7, 2007; Audited Financial Statements for the Fiscal Year Ended March 31, 2008, previously
filed with the SEC on Form N-CSR on June 9, 2008, and amended and filed with the SEC on June 10, 2008; Unaudited Financial Statements
for the Period Ended September 30, 2008, previously filed with the SEC on Form N-CSR on December 4, 2008; Audited Financial Statements
for the Period Ended March 31, 2009, previously filed with the SEC on Form N-CSR on June 9, 2009; Unaudited Financial Statements
for the Period Ended September 30, 2009, previously filed with the SEC on Form N-CSR on December 9, 2009; Audited Financial Statements
for the Period Ended March 31, 2010, previously filed with the SEC on Form N-CSR on June 7, 2010; Unaudited Financial Statements
for the Period Ended September 30, 2010, previously filed with the SEC on Form N-CSR on December 9, 2010; Audited Financial Statements
for the Period Ended March 31, 2011, previously filed with the SEC on Form N-CSR on June 6, 2011; Unaudited Financial Statements
for the Period Ended September 30, 2011, previously filed with the SEC on Form N-CSR on December 9, 2011; Audited Financial Statements
for the Period Ended March 31, 2012, previously filed with the SEC on Form N-CSR on June 8, 2012; Unaudited Financial Statements
for the Period Ended September 30, 2012, previously filed with the SEC on Form N-CSR on December 7, 2012; Audited Financial Statements
for the Period Ended March 31, 2013, previously filed with the SEC on Form N-CSR on June 10, 2013; Unaudited Financial Statements
for the Period Ended September 30, 2013, previously filed with the SEC on Form N-CSR on December 6, 2013; Audited Financial Statements
for the Period Ended March 31, 2014, previously filed with the SEC on Form N-CSR on June 9, 2014; Unaudited Financial Statements
for the Period Ended September 30, 2014, previously filed with the SEC on Form N-CSR on December 9, 2014; Audited Financial Statements
for the Period Ended March 31, 2015, previously filed with the SEC on Form N-CSR on June 9, 2015; Unaudited Financial Statements
for the Period Ended September 30 2015, previously filed with the SEC on Form N-CSR on December 9, 2015; Audited Financial Statements
for the Period Ended March 31, 2016, previously filed with the SEC on Form N-CSR on June 9, 2016; Unaudited Financial Statements
for the Period Ended September 30, 2016 previously filed with the SEC on Form N-CSR on December 8, 2016; Audited Financial Statements
for the Period Ended March 31, 2017, previously filed with the SEC on Form N-CSR on June 9, 2017; Unaudited Financial Statements
for the Period Ended September 30, 2017, previously filed with the SEC on Form N-CSR on December 7, 2017; Audited Financial Statements
for the Period Ended March 31, 2018, previously filed with the SEC on Form N-CSR on June 8, 2018; Unaudited financial statements
for the Period Ended September 30, 2018, previously filed with the SEC on Form N-CSR on December 7, 2018; Audited financial statements
for the Period Ended March 31, 2019, previously filed with the SEC on Form N-CSR on June 10, 2019; and Unaudited Financial Statements
for the Period Ended September 30, 2019 previously filed with the SEC on Form N-CSR on December 10, 2019.
(2) The Fund is
not required to and does not file quarterly unaudited financial statements under the Exchange Act. The Fund does not have earnings
per share information.
(3) Not applicable.
(4) NAV per Unit
$129.03 (January 31, 2020)
(b) The
Fund’s assets will be reduced by the amount of the tendered Units that are purchased by the Fund.
| Item 11. | ADDITIONAL INFORMATION. |
Reference is hereby made
to the following exhibits, which collectively constitute the Offer to Partners and are incorporated herein by reference:
| A. | Cover Letter to Offer to Purchase and Letter of Transmittal. |
| C. | Form of Letter of Transmittal. |
| D. | Form of Notice of Withdrawal of Tender. |
| E. | Forms of Letters from the Fund to Partners in connection with the Fund’s acceptance of tenders of Units. |
SIGNATURE
After due inquiry and to
the best of my knowledge and belief, I certify that the information set out in this statement is true, complete and correct.
| |
HATTERAS CORE ALTERNATIVES INSTITUTIONAL FUND, L.P. |
| |
|
|
|
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By: |
/s/ David B. Perkins |
|
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Name: David B. Perkins |
|
| |
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Title: President and Chairman of the Board of Directors |
|
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|
|
|
| |
Hatteras Investment Partners |
|
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as General Partner |
|
| |
|
|
|
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By: |
/s/ David B. Perkins |
|
| |
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Name: David B. Perkins |
|
| |
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Title: Managing Member |
|
March 26, 2020
EXHIBIT INDEX
EXHIBITS
| A | Cover Letter to Offer to Purchase and Letter of Transmittal. |
| C | Form of Letter of Transmittal. |
| D | Form of Notice of Withdrawal of Tender. |
| E | Forms of Letters from the Fund to Partners in connection with the Fund’s acceptance of tenders of Units. |
