Common use of Fees, Expenses and Reimbursement Clause in Contracts

Fees, Expenses and Reimbursement. (a) The Partnership will compensate each Independent Director for his or her services rendered in connection with the Partnership as may be agreed to by the Independent Directors and the General Partner, and as described in the Memorandum. In addition, the Partnership will reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties with respect to the Partnership. (b) The Partnership will bear all expenses incurred in connection with its business. Expenses to be borne by the Partnership include, but are not limited to, the following: (1) The Partnership’s pro rata share of the management fee, performance allocation and other fees and expenses, of the Master Partnership; (2) all investment-related expenses, including, but not limited to, fees paid and expenses reimbursed, directly or indirectly, to Advisors (including management fees, performance or incentive fees or allocations and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to portfolio transactions and positions for the Partnership’s account, such as direct and indirect expenses associated with the Partnership’s investments, including its investments in Advisor Funds (whether or not consummated), and enforcing the Partnership’s rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, costs and fees for data and software (including software providers and dedicated software employed by the Partnership and designed to assist an investment manager to keep track of the investments in the Advisor Funds and Advisor Accounts), research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, in connection with the Partnership’s temporary or cash management investments, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on Securities sold short, dividends on Securities sold but not yet purchased and margin fees; (3) costs associated with the registration of the Partnership, including the costs of compliance with any applicable U.S. federal and state laws; (4) a servicing fee to be paid to the servicing agent; (5) any non-investment-related interest expense; (6) attorneys’ fees and disbursements associated with preparing and updating any Offering Materials and with reviewing subscription materials in connection with qualifying prospective investors or prospective holders of Transferred Units; (7) fees and disbursements of any accountants engaged by the Partnership, and expenses related to the annual audit of the Partnership and compliance with any applicable U.S. Federal or state laws; (8) fees paid and out-of-pocket expenses reimbursed to the Partnership’s administrator; (9) recordkeeping, accounting, escrow, and custody fees and expenses; (10) the costs of an errors and omissions/directors’ and officers’ liability insurance policy and a fidelity bond; (11) the costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence or similar materials, to Limited Partners; (12) fees of Independent Directors and travel expenses of Directors relating to meetings of the Board of Directors and committees thereof, and costs and expenses of holding meetings of the Board of Directors and meetings of the Partners; (13) all costs and charges for equipment or services used in preparing or communicating information regarding the Partnership’s transactions or the valuation of its assets between the General Partner and any custodian, administrator or other agent engaged by the Partnership; (14) any extraordinary expenses, including indemnification expenses as provided for in Section 3.8 of this Agreement; (15) the Fund’s proportionate share of the fees and expenses of the Master Partnership and the fees and expenses of the Advisor Funds and Advisor Accounts (borne indirectly by the Fund through its investment in the Master Partnership); (16) any other expenses as may be approved from time to time by the Directors, other than those required to be borne by an investment manager or the General Partner; and (17) the organizational and offering expenses of the Partnership which will initially be borne by Hatteras Investment Partners, LLC or an affiliate thereof and will be expensed by the Partnership upon commencement of operations. The Partnership will account for these expenditures, through monthly expense allocations (or at such other frequency or times as the Board of Directors may direct) to Limited Partners’ Capital Accounts, for a period not to exceed the first sixty months after the Closing Date. The amount of each such expense allocation to the Limited Partners’ Capital Accounts will be determined by the Directors and Hatteras Investment Partners, LLC and will equal an amount sufficient to reimburse the Investment Manager or affiliate thereof within a sixty-month period. (c) The General Partner will be entitled to reimbursement from the Partnership for any of the above expenses that it pays on behalf of the Partnership, other than as provided in Section 3.9(b)(14) above.

Fees, Expenses and Reimbursement. (a) The Partnership will compensate each Independent Director for his or her services rendered in connection with the Partnership as may be agreed to by the Independent Directors and the General Partner, and as described in the Memorandum. In addition, the Partnership will reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties with respect to the Partnership. (b) The Partnership will bear all expenses incurred in connection with its business. Expenses to be borne by the Partnership include, but are not limited to, the following: (1) The Partnership’s pro rata share of the management fee, performance allocation and other fees and expenses, of the Master Partnership; (2) all investment-related expenses, including, but not limited to, fees paid and expenses reimbursed, directly or indirectly, to Advisors (including management fees, performance or incentive fees or allocations and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to portfolio transactions and positions for the Partnership’s account, such as direct and indirect expenses associated with the Partnership’s investments, including its investments in Advisor Funds (whether or not consummated), and enforcing the Partnership’s rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, costs and fees for data and software (including software providers and dedicated software employed by the Partnership and designed to assist an investment manager to keep track of the investments in the Advisor Funds and Advisor Accounts), research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, in connection with the Partnership’s temporary or cash management investments, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on Securities sold short, dividends on Securities sold but not yet purchased and margin fees; (3) costs associated with the registration of the Partnership, including the costs of compliance with any applicable U.S. federal and state laws; (4) a servicing fee to be paid to the servicing agent; (5) any non-investment-related interest expense; (6) attorneys’ fees and disbursements associated with preparing and updating any Offering Materials and with reviewing subscription materials in connection with qualifying prospective investors or prospective holders of Transferred Units; (7) fees and disbursements of any accountants engaged by the Partnership, and expenses related to the annual audit of the Partnership and compliance with any applicable U.S. Federal or state laws; (8) fees paid and out-of-pocket expenses reimbursed to the Partnership’s administrator; (9) recordkeeping, accounting, escrow, and custody fees and expenses; (10) the costs of an errors and omissions/directors’ and officers’ liability insurance policy and a fidelity bond; (11) the costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence or similar materials, to Limited Partners; (12) fees of Independent Directors and travel expenses of Directors relating to meetings of the Board of Directors and committees thereof, and costs and expenses of holding meetings of the Board of Directors and meetings of the Partners; (13) all costs and charges for equipment or services used in preparing or communicating information regarding the Partnership’s transactions or the valuation of its assets between the General Partner and any custodian, administrator or other agent engaged by the Partnership; (14) any extraordinary expenses, including indemnification expenses as provided for in Section 3.8 of this Agreement; (15) the Fund’s proportionate share of the fees and expenses of the Master Partnership and the fees and expenses of the Advisor Funds and Advisor Accounts (borne indirectly by the Fund through its investment in the Master Partnership); (16) any other expenses as may be approved from time to time by the Directors, other than those required to be borne by an investment manager or the General Partner; and (17) the organizational and offering expenses of the Partnership which will initially be borne by Hatteras Investment Partners, Partners LLC or an affiliate thereof and will be expensed by the Partnership upon commencement of operations. The Partnership will account for these expenditures, through monthly expense allocations (or at such other frequency or times as the Board of Directors may direct) to Limited Partners’ Capital Accounts, for a period not to exceed the first sixty months after the Closing Date. The amount of each such expense allocation to the Limited Partners’ Capital Accounts will be determined by the Directors and Hatteras Investment Partners, Partners LLC and will equal an amount sufficient to reimburse the Investment Manager or affiliate thereof within a sixty-month period. (c) The General Partner will be entitled to reimbursement from the Partnership for any of the above expenses that it pays on behalf of the Partnership, other than as provided in Section 3.9(b)(14) above.

Fees, Expenses and Reimbursement. (a) So long as the Administrator provides Administrative Services to the Company, it shall be entitled to receive reasonable and customary fees for such services as well as out-of-pocket expenses as may be agreed to by the Administrator and the Company pursuant to a separate written agreement. (b) As consideration for providing advisory services to the Master Fund, and for so long as the Manager provides such advisory services to the Master Fund, the Manager shall be entitled to receive the Incentive Fee in respect of Incentive Period. (c) The Partnership will Board may cause the Company to compensate each Independent Director for his or her services rendered in connection with the Partnership as may be agreed to by the Independent Directors and the General Partner, and as described in the MemorandumCompany. In addition, the Partnership will reimburse Directors shall be reimbursed by the Directors Company for reasonable out-of-pocket expenses incurred by them in performing their duties with respect to the Partnershipunder this Agreement. (bd) The Partnership will Company shall bear all expenses incurred related to its investment program, including, its allocable portion of the operating expenses of the Master Fund and expenses of the Master Fund’s investment in connection with its businessthe Investment Funds. Expenses to be borne by the Partnership Company (both directly and indirectly) include, but are not limited to, the following: (1) The Partnership’s pro rata share of the management fee, performance allocation and other fees and expenses, of the Master Partnership; (2) all investment-related expenses, including, but not limited to, fees paid and expenses reimbursed, directly reimbursed to Investment Funds or indirectly, to Advisors Investment Managers (including management fees, performance or incentive fees or allocations and redemption or withdrawal fees, however titled or structured), ; all costs and expenses directly related to portfolio transactions and positions for the PartnershipMaster Fund’s account, account such as direct and indirect expenses associated with the PartnershipMaster Fund’s investments, including its investments in Advisor Investment Funds (whether or not consummated), and enforcing the PartnershipMaster Fund’s rights in respect of such investments, ; transfer taxes and premiums, ; taxes withheld on non-U.S. dividends, costs and ; fees for data and software (including software providers and dedicated software employed by the Partnership and designed to assist an investment manager to keep track of the investments in the Advisor Funds and Advisor Accounts), providers; research expenses, ; professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, ); if applicable, applicable in connection with the Partnership’s temporary or cash management investments, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on Securities securities sold short, dividends on Securities securities sold but not yet purchased and margin fees; (3) costs associated with the registration of the Partnership, including the costs of compliance with ; any applicable U.S. federal and state laws; (4) a servicing fee to be paid to the servicing agent; (5) any non-investment-related interest expense; (6) ; attorneys’ fees and disbursements associated with preparing and updating any Offering Materials the offering materials and with reviewing subscription materials in connection with qualifying prospective investors or prospective holders of Transferred Units; (7) investors; fees and disbursements of any accountants engaged by the PartnershipMaster Fund or the Company, and expenses related to the annual audit of the Partnership Master Fund or the Company; record-keeping, custody and compliance with any applicable U.S. Federal or state laws; (8) fees paid and out-of-pocket expenses reimbursed to the Partnership’s administrator; (9) recordkeeping, accounting, escrow, and custody escrow fees and expenses; (10) ; the costs of an errors and omissions/omissions / directors’ and officers’ liability insurance policy and a fidelity bond; (11) ; the Management Fee; the Incentive Fee; the costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence or similar materials, to Limited Partners; (12) Members; fees of Independent Directors and travel expenses of Directors relating to meetings of the Board of Directors and committees thereof, and costs and expenses of holding meetings of the Board of Directors and meetings of the Partners; (13) ; all costs and charges for equipment or services used in preparing or communicating information regarding the PartnershipMaster Fund’s transactions or the valuation of its assets between the General Partner transactions; and any custodian, administrator or other agent engaged by the Partnership; (14) any extraordinary expenses, including indemnification expenses as provided for in Section 3.8 of this Agreement;. (15e) Subject to procuring any required regulatory approvals, from time to time the Fund’s proportionate share Company may, alone or in conjunction with other accounts for which the Manager, or any of its affiliates, acts as general partner or investment adviser, purchase insurance in such amounts, from such insurers and on such terms as the Board shall determine. (f) Expenses incurred in connection with the ongoing offering of Interests of the fees and Company will be borne by the Company. In addition, the Company will bear its allocable portion of any expenses incurred by the Master Fund in connection with the ongoing offering of the Master Partnership and the fees and expenses Fund’s interests. (g) In consideration of the Advisor Funds and Advisor Accounts (borne indirectly services provided by the Manager to the Master Fund under the Investment Management Agreement, the Master Fund will pay the Manager a quarterly fee of 0.3125% of the Master Fund’s net assets (the “Management Fee”). The Company, through its investment in the Master Partnership); (16) any other expenses as may be approved from time to time by the DirectorsFund, other than those required to be borne by an investment manager or the General Partner; and (17) the organizational and offering expenses will bear its allocable portion of the Partnership which will initially be borne by Hatteras Investment Partners, LLC or an affiliate thereof and will be expensed by the Partnership upon commencement of operationsManagement Fee. The Partnership will account for these expenditures, through monthly expense allocations (or at such other frequency or times as the Board of Directors may direct) to Limited Partners’ Capital Accounts, for a period not to exceed the first sixty months after the Closing Date. The amount of each such expense allocation to the Limited Partners’ Capital Accounts will be determined by the Directors and Hatteras Investment Partners, LLC and will equal an amount sufficient to reimburse the Investment Manager or affiliate thereof within a sixty-month period. (c) The General Partner will shall be entitled to reimbursement from reduce the Partnership for any Company’s share of the above expenses that it pays Management Fee, provided such reduction is for the benefit of all Members on behalf of the Partnershipan equal and pro rata basis, other than as provided in Section 3.9(b)(14) aboveits sole discretion.

Fees, Expenses and Reimbursement. (a) So long as the Administrator provides Administrative Services to the Master Fund, it shall be entitled to receive reasonable and customary fees for such services as well as out-of-pocket expenses as may be agreed to by the Administrator and the Master Fund pursuant to the Administration Agreement. (b) The Partnership will Board may cause the Master Fund to compensate each Independent Director for his or her services rendered in connection with the Partnership as may be agreed to by the Independent Directors and the General Partner, and as described in the MemorandumMaster Fund. In addition, the Partnership will reimburse Directors shall be reimbursed by the Directors Master Fund for reasonable out-of-pocket expenses incurred by them in performing their duties with respect to the Partnershipunder this Agreement. (bc) The Partnership will Master Fund shall bear all expenses incurred in connection with related to its businessinvestment program. Expenses to be borne by the Partnership Master Fund (both directly and indirectly) include, but are not limited to, the following: (1) The Partnership’s pro rata share of the management fee, performance allocation and other fees and expenses, of the Master Partnership; (2) all investment-related expenses, including, but not limited to, : fees paid and expenses reimbursed, directly reimbursed to Investment Funds or indirectly, to Advisors Investment Managers (including management fees, performance or incentive fees or allocations and redemption or withdrawal fees, however titled or structured), ; all costs and expenses directly related to portfolio transactions and positions for the PartnershipMaster Fund’s account, account such as direct and indirect expenses associated with the PartnershipMaster Fund’s investments, including its investments in Advisor Investment Funds (whether or not consummated), and enforcing the PartnershipMaster Fund’s rights in respect of such investments, ; transfer taxes and premiums, ; taxes withheld on non-U.S. dividends, costs and ; fees for data and software (including software providers and dedicated software employed by the Partnership and designed to assist an investment manager to keep track of the investments in the Advisor Funds and Advisor Accounts), providers; research expenses, ; professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, ); if applicable, applicable in connection with the Partnership’s temporary or cash management investments, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on Securities securities sold short, dividends on Securities securities sold but not yet purchased and margin fees; (3) costs associated with the registration of the Partnership, including the costs of compliance with any applicable U.S. federal and state laws; (4) a servicing fee to be paid to the servicing agent; (5) ; any non-investment-investment related interest expense; (6) ; attorneys’ fees and disbursements associated with preparing and updating any Offering Materials the offering materials and with reviewing subscription materials in connection with qualifying prospective investors or prospective holders of Transferred Units; (7) investors; fees and disbursements of any accountants engaged by the PartnershipMaster Fund, and expenses related to the annual audit of the Partnership and compliance with any applicable U.S. Federal or state laws; (8) fees paid and outMaster Fund; record-of-pocket expenses reimbursed to the Partnership’s administrator; (9) recordkeeping, accounting, escrow, keeping and custody fees and expenses; (10) ; the costs of an errors and omissions/omissions / directors’ and officers’ liability insurance policy and a fidelity bond; (11) ; the Management Fee; the costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence or similar materials, to Limited Partners; (12) Members; fees of Independent Directors and travel expenses of Directors relating to meetings of the Board of Directors and committees thereof, and costs and expenses of holding meetings of the Board of Directors and meetings of the Partners; (13) ; all costs and charges for equipment or services used in preparing or communicating information regarding the PartnershipMaster Fund’s transactions or the valuation of its assets between the General Partner transactions; and any custodian, administrator or other agent engaged by the Partnership; (14) any extraordinary expenses, including indemnification expenses as provided for in Section 3.8 of this Agreement;. (15d) the Fund’s proportionate share of the fees and expenses of the Master Partnership and the fees and expenses of the Advisor Funds and Advisor Accounts (borne indirectly by the Fund through its investment in the Master Partnership); (16) Subject to procuring any other expenses as may be approved required regulatory approvals, from time to time by the DirectorsMaster Fund may, alone or in conjunction with other than those required to accounts for which the Manager, or any of its affiliates, acts as general partner or investment adviser, purchase insurance in such amounts, from such insurers and on such terms as the Board shall determine. (e) Expenses incurred in connection with the ongoing offering of Interests will be borne by an investment manager or the General Partner; andMaster Fund. (17f) In consideration for providing investment management services to the organizational Master Fund and offering expenses so long as the Manager provides investment management services to the Master Fund, the Manager shall be entitled to receive the Management Fee from the Master Fund’s net assets. The Management Fee will be an expense paid out of the Partnership which will initially be borne by Hatteras Investment PartnersMaster Fund’s assets, LLC or an affiliate thereof and will be expensed by the Partnership upon commencement of operationsreflected in each Member’s Capital Account as a reduction to Net Profits or an increase to Net Losses credited to or debited against each Member’s Capital Account. The Partnership will account Manager shall, in its sole discretion, be entitled to reduce the Management Fee, provided such reduction is for these expenditures, through monthly expense allocations (or at such other frequency or times as the Board benefit of Directors may direct) to Limited Partners’ Capital Accounts, for a period not to exceed the first sixty months after the Closing Date. The amount of each such expense allocation to the Limited Partners’ Capital Accounts will be determined by the Directors all Members on an equal and Hatteras Investment Partners, LLC and will equal an amount sufficient to reimburse the Investment Manager or affiliate thereof within a sixty-month periodpro rata basis. (cg) The General Partner will In the event that the Master Fund is terminated other than at the end of a fiscal quarter or if the Manager is terminated other than at the end of a fiscal quarter or if the effective date of a Member’s redemption is other than at the end of a fiscal quarter, then the Management Fee provided above shall be entitled to reimbursement from computed on the Partnership for any basis of the above expenses that it pays period ending on behalf the last business day prior to the termination or redemption date subject to a pro rata adjustment based on the number of days elapsed in the current fiscal quarter as a percentage of the Partnership, other than as provided total number of days in Section 3.9(b)(14) abovesuch quarter.

Fees, Expenses and Reimbursement. (a) So long as the Investment Advisory Agreement shall remain in full force and effect, the Fund shall pay the Adviser the Investment Advisory Fee. (b) The Partnership will Board may cause the Fund to compensate each Independent Director for his or her services rendered in connection with the Partnership as may be agreed to by the Independent Directors and the General Partner, and as described in the Memorandumhereunder. In addition, the Partnership will Fund shall reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties with respect to the Partnershipunder this Agreement. (bc) The Partnership will Fund shall bear all expenses incurred in connection with its businessthe business of the Fund other than those specifically required to be borne by the Adviser pursuant to the Investment Advisory Agreement. Expenses to be borne by the Partnership Fund include, but are not limited to, the following: (1) The Partnership’s pro rata share of the management fee, performance allocation and other fees and expenses, of the Master Partnership; (2) all investment-expenses related expensesto its investment program, including, but not limited to: (i) expenses borne indirectly through the Fund's investments in the Investment Funds, including, without limitation, any fees paid and expenses reimbursed, directly or indirectly, to Advisors charged by the Investment Fund Managers (including such as management fees, performance performance, carried interests or incentive fees or allocations allocations, monitoring fees, property management fees, and redemption or withdrawal fees, however titled or structured), ; (ii) all costs and expenses directly related to portfolio transactions and positions for the Partnership’s Fund's account, such as direct and indirect expenses associated with the Partnership’s investments, including its Fund's investments in Advisor Investment Funds (whether or not consummated), and enforcing the Partnership’s Fund's rights in respect of such investments, ; (iii) transfer taxes and premiums, ; (iv) taxes withheld on non-U.S. dividends, costs and dividends or other non-U.S. source income; (v) fees for data data, software and software technology providers; (including software providers and dedicated software employed by the Partnership and designed to assist an investment manager to keep track of the investments in the Advisor Funds and Advisor Accounts), research expenses, vi) professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts); (vii) and, if applicable, in connection with the Partnership’s temporary or cash management investments, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on Securities securities sold short, dividends on Securities securities sold but not yet purchased and margin fees; and (viii) all other expenses; (2) the Investment Advisory Fee; (3) all costs and expenses associated with the operation and registration of the PartnershipFund, including including, without limitation, all costs and expenses associated with the repurchase offers, offering costs, and the costs of compliance with any applicable U.S. federal and Federal or state laws; (4) a servicing fee fees of the Independent Directors and the fees and expenses of independent counsel thereto, and the costs and expenses of holding any meetings of the Board or Investors that are regularly scheduled, permitted or required to be paid to held under the servicing agentterms of this Agreement, the 1940 Act or other applicable law; (5) any non-investment-related interest expensea portion, as determined by the Board, of the compensation payable to the Fund's chief compliance officer, and expenses attributable to implementing the Fund's compliance program; (6) attorneys’ fees and disbursements associated with preparing expenses of performing research, risk analysis and updating any Offering Materials and with reviewing subscription materials in connection with qualifying prospective investors or prospective holders of Transferred Unitsdue diligence, including third party background checks; (7) the fees and disbursements of any accountants attorneys, accountants, independent registered public accounting firms and other consultants and professionals engaged by the Partnership, and expenses related to the annual audit on behalf of the Partnership Fund and compliance with any applicable U.S. Federal or state lawsthe Independent Directors; (8) fees paid a portion of the costs of a fidelity bond and out-of-pocket expenses reimbursed to any liability or other insurance obtained on behalf of the Partnership’s administratorFund, the Adviser or the Directors or the officers of the Fund; (9) recordkeeping, accounting, escrow, custody and custody transfer agency fees and expenses; (10) the all costs and expenses of an errors preparing, setting in type, printing and omissions/directors’ distributing reports and officers’ liability insurance policy and a fidelity bondother communications to Members or potential members; (11) all expenses of computing the costs of preparing and mailing reports and other communicationsFund's net asset value, including proxyany equipment or services obtained for the purpose of valuing the Fund's investment portfolio, tender offer correspondence or similar materials, to Limited Partnersincluding appraisal and valuation services provided by third parties; (12) fees of Independent Directors and travel expenses of Directors relating to meetings of the Board of Directors and committees thereof, and costs and expenses of holding meetings of the Board of Directors and meetings of the Partners; (13) all costs and charges for equipment or services used in preparing or communicating information regarding the Partnership’s transactions or the valuation of its assets for communications between the General Partner Fund and any custodian, administrator or other agent engaged by the PartnershipFund; (13) fees of custodians, other service providers to the Fund including transfer agents and depositaries (including The Depository Trust & Clearing Corporation and National Securities Clearing Corporation), and other persons providing administrative services to the Fund; (14) any extraordinary expenses, including including, without limitation, litigation or indemnification expenses as provided expenses, excise taxes and costs incurred in connection with holding and/or soliciting proxies for in Section 3.8 a meeting of this AgreementMembers; (15) the Fund’s proportionate share of the fees and expenses of the Master Partnership and the fees and expenses of the Advisor Funds and Advisor Accounts (borne indirectly by all taxes to which the Fund through its investment may be subject, directly or indirectly, and whether in the Master Partnership);United States, any state thereof or any other U.S. or non-U.S. jurisdictions; and (16) any such other types of expenses as may be approved from time to time by the Directors, other than those required to be borne by an investment manager or the General Partner; and (17) the organizational and offering expenses of the Partnership which will initially be borne by Hatteras Investment Partners, LLC or an affiliate thereof and will be expensed by the Partnership upon commencement of operationsBoard. The Partnership will account for these expenditures, through monthly expense allocations (or at such other frequency or times as the Board of Directors may direct) to Limited Partners’ Capital Accounts, for a period not to exceed the first sixty months after the Closing Date. The amount of each such expense allocation to the Limited Partners’ Capital Accounts will be determined by the Directors and Hatteras Investment Partners, LLC and will equal an amount sufficient to reimburse the Investment Manager or affiliate thereof within a sixty-month period. (c) The General Partner will Adviser shall be entitled to reimbursement from the Partnership Fund for any of the above expenses that it the Adviser pays on behalf of the PartnershipFund. (d) The Fund from time to time, alone or in conjunction with other than accounts for which the Adviser, or any Affiliate of the Adviser, acts as provided general partner, managing member or investment adviser, may purchase Insurance in Section 3.9(b)(14) abovesuch amounts, from such insurers and on such terms as the Board shall determine.

Fees, Expenses and Reimbursement. (a) So long as the Partnership invests all of its investable assets in the Master Partnership, the Partnership will not directly pay a management fee; however, the Fund's Partners bear an indirect share of the Master Partnership's management fee through the Partnership's investment in the Master Partnership. The amount of the Partnership's share of the Management Fee will be charged pro rata to the Capital Account of each Limited Partner based on the value of the Capital Account of each Limited Partner as of the end of business of the first Business Day of each fiscal quarter, after adjustment for any subscriptions effective on that date and before giving effect to any repurchase of interests in the Partnership or portions of interests in the Partnership effective as of that date. The Partnership's share will be due and payable in advance within five Business Days after the beginning of each fiscal quarter. (b) The Partnership will compensate each Independent Director for his or her services rendered in connection with the Partnership as may be agreed to by the Independent Directors and the General Partner, and as described in the Memorandum. In addition, the Partnership will reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties with respect to the Partnership. (bc) The Partnership will bear all expenses incurred in connection with its business. Expenses to be borne by the Partnership include, but are not limited to, the following: (1) The Partnership’s 's pro rata share of the management fee, performance allocation and other fees and expenses, of the Master Partnership; (2) all investment-related expenses, including, but not limited to, fees paid and expenses reimbursed, directly or indirectly, to Advisors (including management fees, performance or incentive fees or allocations and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to portfolio transactions and positions for the Partnership’s 's account, such as direct and indirect expenses associated with the Partnership’s 's investments, including its investments in Advisor Funds (whether or not consummated), and enforcing the Partnership’s 's rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, costs and fees for data and software (including software providers and dedicated software employed by the Partnership and designed to assist an investment manager to keep track of the investments in the Advisor Funds and Advisor Accounts), research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, in connection with the Partnership’s 's temporary or cash management investments, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on Securities sold short, dividends on Securities sold but not yet purchased and margin fees; (3) costs associated with the registration of the Partnership, including the costs of compliance with any applicable U.S. federal and state laws; (4) a an investor servicing fee to be paid to the investor servicing agent, if any; (5) any non-investment-related interest expense; (6) attorneys’ ' fees and disbursements associated with preparing and updating any Offering Materials and with reviewing subscription materials in connection with qualifying prospective investors or prospective holders of Transferred UnitsInterests; (7) fees and disbursements of any accountants engaged by the Partnership, and expenses related to the annual audit of the Partnership and compliance with any applicable U.S. Federal or state laws; (8) fees paid and out-of-pocket expenses reimbursed to the Partnership’s 's administrator; (9) recordkeeping, accounting, escrow, and custody fees and expenses; (10) the costs of an errors and omissions/directors’ ' and officers’ ' liability insurance policy and a fidelity bond; (11) the costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence or similar materials, to Limited Partners; (12) fees of Independent Directors and travel expenses of Directors relating to meetings of the Board of Directors and committees thereof, and costs and expenses of holding meetings of the Board of Directors and meetings of the Partners; (13) all costs and charges for equipment or services used in preparing or communicating information regarding the Partnership’s 's transactions or the valuation of its assets between the General Partner and any custodian, administrator or other agent engaged by the Partnership; (14) any extraordinary expenses, including indemnification expenses as provided for in Section 3.8 of this Agreement; (15) the Fund’s 's proportionate share of the fees and expenses of the Master Partnership and the fees and expenses of the Advisor Funds and Advisor Accounts (borne indirectly by the Fund through its investment in the Master Partnership); (16) any other expenses as may be approved from time to time by the Directors, other than those required to be borne by an investment manager or the General Partner; and (17) the organizational and offering expenses of the Partnership which will initially be borne by Hatteras Investment Partners, Partners LLC or an affiliate thereof and will be expensed by the Partnership upon commencement of operations. The Partnership will account for these expenditures, through monthly expense allocations (or at such other frequency or times as the Board of Directors may direct) to Limited Partners’ ' Capital Accounts, for a period not to exceed the first sixty months after the Closing Date. The amount of each such expense allocation to the Limited Partners’ ' Capital Accounts will be determined by the Directors and Hatteras Investment Partners, Partners LLC and will equal an amount sufficient to reimburse the Investment Manager or affiliate thereof within a sixty-month period. (cd) The General Partner will be entitled to reimbursement from the Partnership for any of the above expenses that it pays on behalf of the Partnership, other than as provided in Section 3.9(b)(143.9(c)(14) above.

Fees, Expenses and Reimbursement. (a) Subject to applicable law, the Investment Manager shall be entitled to receive such fees for services provided to the Partnership as may be agreed by the Investment Manager and the Fund pursuant to the Investment Advisory Agreement or such other agreements relating to such services. (b) The Partnership will compensate each Independent Director for his or her services rendered in connection with the Partnership as may be agreed to by the Independent Directors and the General Partner, and as described in the Memorandum. In addition, the Partnership will reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties with respect to the Partnership. (bc) The Partnership will add to all subscriptions for Interests or portions of Interests any sales charge or fee, in form and amount as determined by the General Partner, subject to approval by the Directors, payable to Placement Agents for the placement of such Interests or portions of Interests. Any sales charge or fee paid in accordance with this SECTION 3.10(C) will not constitute a Capital Contribution made by the Partner to the Partnership nor part of the assets of the Partnership. (d) The Partnership will bear all expenses incurred in connection with its businessbusiness other than those specifically required to be borne by the Investment Manager under this Agreement or an Investment Advisory Agreement. Expenses to be borne by the Partnership include, but are not limited to, the following: (1) The Partnership’s pro rata share of the management fee, performance allocation and other fees and expenses, of the Master Partnership; (2) all investment-related expenses, including, but not limited to, fees paid and expenses reimbursed, directly or indirectly, to Advisors (including management fees, performance or incentive fees or allocations and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to portfolio transactions and positions for the Partnership’s 's account, such as direct and indirect expenses associated with the Partnership’s 's investments, including its investments in Advisor Funds (whether or not consummated), and enforcing the Partnership’s 's rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, costs and fees for data and software (including software providers and dedicated software employed by the Partnership and designed to assist an investment manager to keep track of the investments in the Advisor Funds and Advisor Accounts), research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, in connection with the Partnership’s 's temporary or cash management investments), brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on Securities sold short, dividends on Securities sold but not yet purchased and margin fees; (32) costs associated with the registration of the Partnership, including the costs of compliance with any applicable U.S. federal and state laws; (4) a servicing fee to be paid to the servicing agent; (53) any non-investment-related interest expense; (64) attorneys’ ' fees and disbursements associated with preparing and updating any Offering Materials and with reviewing subscription materials in connection with qualifying prospective investors or prospective holders of Transferred UnitsInterests; (75) fees and disbursements of any accountants engaged by the Partnership, and expenses related to the annual audit of the Partnership and compliance with any applicable U.S. Federal or state laws; (8) 6) fees paid and out-of-pocket expenses reimbursed to the Partnership’s 's administrator; (97) recordkeeping, accounting, escrow, escrow and custody fees and expenses; (10) 8) the costs of an errors and omissions/directors’ ' and officers’ ' liability insurance policy and a fidelity bond; (119) the costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence or similar materials, to Limited Partners; (1210) the Management Fee; (11) fees of Independent Directors and travel expenses of Directors relating to meetings of the Board of Directors and committees thereof, and costs and expenses of holding meetings of the Board of Directors and meetings of the Partners; (1312) all costs and charges for equipment or services used in preparing or communicating information regarding the Partnership’s 's transactions or the valuation of its assets between the General Partner and any custodian, administrator or other agent engaged by the Partnership; (1413) any extraordinary expenses, including indemnification expenses as provided for in Section 3.8 SECTION 3.9 of this Agreement; (15) the Fund’s proportionate share of the fees and expenses of the Master Partnership and the fees and expenses of the Advisor Funds and Advisor Accounts (borne indirectly by the Fund through its investment in the Master Partnership); (1614) any other expenses as may be approved from time to time by the Directors, other than those required to be borne by an investment manager or the General Partner; and (1715) the organizational Partnership's organization expenses and offering expenses of the Partnership costs, which will initially be borne by Hatteras Investment Partners, LLC or an affiliate thereof and will be expensed by the Partnership upon commencement of operations. The Partnership will account for these expenditures, through monthly expense allocations to Limited Partners' Capital Accounts (or at such other frequency or times as the Board of Directors may direct) to Limited Partners’ Capital Accounts), for a period not to exceed the first sixty months after the Closing Date. The amount of each such expense allocation to the Limited Partners’ ' Capital Accounts will be determined by the Directors and Hatteras Investment Partners, LLC and will equal an amount sufficient to reimburse the Investment Manager or affiliate thereof within a sixty-month period. (ce) The Each of the Investment Manager and the General Partner will be entitled to reimbursement from the Partnership for any of the above expenses that it pays on behalf of the Partnership, other than as provided in Section 3.9(b)(14SECTION 3.10(D)(10) above.

Fees, Expenses and Reimbursement. (a) The Partnership will compensate each Independent Director for his or her services rendered in connection with the Partnership as may be agreed to by the Independent Directors and the General Partner, and as described in the Memorandum. In addition, the Partnership will reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties with respect to the Partnership. (b) The Partnership will bear all expenses incurred in connection with its business. Expenses to be borne by the Partnership include, but are not limited to, the following: (1) The Partnership’s pro rata share of the management fee, performance allocation and other fees and expenses, of the Master Partnership; (2) all investment-related expenses, including, but not limited to, fees paid and expenses reimbursed, directly or indirectly, to Advisors (including management fees, performance or incentive fees or allocations and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to portfolio transactions and positions for the Partnership’s account, such as direct and indirect expenses associated with the Partnership’s investments, including its investments in Advisor Funds (whether or not consummated), and enforcing the Partnership’s rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, costs and fees for data and software (including software providers and dedicated software employed by the Partnership and designed to assist an investment manager to keep track of the investments in the Advisor Funds and Advisor Accounts), research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, in connection with the Partnership’s temporary or cash management investments, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on Securities sold short, dividends on Securities sold but not yet purchased and margin fees; (3) costs associated with the registration of the Partnership, including the costs of compliance with any applicable U.S. federal and state laws; (4) a servicing fee to be paid to the servicing agent; (5) any non-investment-related interest expense; (6) attorneys’ fees and disbursements associated with preparing and updating any Offering Materials and with reviewing subscription materials in connection with qualifying prospective investors or prospective holders of Transferred Units; (7) fees and disbursements of any accountants engaged by the Partnership, and expenses related to the annual audit of the Partnership and compliance with any applicable U.S. Federal or state laws; (8) fees paid and out-of-pocket expenses reimbursed to the Partnership’s administrator; (9) recordkeeping, accounting, escrow, and custody fees and expenses; (10) the costs of an errors and omissions/directors’ and officers’ liability insurance policy and a fidelity bond; (11) the costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence or similar materials, to Limited Partners; (12) fees of Independent Directors and travel expenses of Directors relating to meetings of the Board of Directors and committees thereof, and costs and expenses of holding meetings of the Board of Directors and meetings of the Partners; (13) all costs and charges for equipment or services used in preparing or communicating information regarding the Partnership’s transactions or the valuation of its assets between the General Partner and any custodian, administrator or other agent engaged by the Partnership; (14) any extraordinary expenses, including indemnification expenses as provided for in Section 3.8 of this Agreement; (15) the Fund’s proportionate share of the fees and expenses of the Master Partnership and the fees and expenses of the Advisor Funds and Advisor Accounts (borne indirectly by the Fund through its investment in the Master Partnership); (16) any other expenses as may be approved from time to time by the Directors, other than those required to be borne by an investment manager or the General Partner; and (17) the organizational and offering expenses of the Partnership which will initially be borne by Hatteras Investment Partners, LLC or an affiliate thereof and will be expensed by the Partnership upon commencement of operations. The Partnership will account for these expenditures, through monthly expense allocations (or at such other frequency or times as the Board of Directors may direct) to Limited Partners’ Capital Accounts, for a period not to exceed the first sixty months after the Closing Date. The amount of each such expense allocation to the Limited Partners’ Capital Accounts will be determined by the Directors and Hatteras Investment Partners, LLC and will equal an amount sufficient to reimburse the Investment Manager or affiliate thereof within a sixty-month period. (c) The General Partner will be entitled to reimbursement from the Partnership for any of the above expenses that it pays on behalf of the Partnership, other than as provided in Section 3.9(b)(14) above.of

Fees, Expenses and Reimbursement. (a) So long as the Partnership invests all of its investable assets in the Master Partnership, the Partnership will not directly pay a management fee; however, the Fund's Partners bear an indirect share of the Master Partnership's management fee through the Partnership's investment in the Master Partnership. The amount of the Partnership's share of the Management Fee will be charged pro rata to the Capital Account of each Limited Partner based on the value of the Capital Account of each Limited Partner as of the end of business of the first Business Day of each fiscal quarter, after adjustment for any subscriptions effective on that date and before giving effect to any repurchase of interests in the Partnership or portions of interests in the Partnership effective as of that date. The Partnership's share will be due and payable in advance within five Business Days after the beginning of each fiscal quarter. (b) The Partnership will compensate each Independent Director for his or her services rendered in connection with the Partnership as may be agreed to by the Independent Directors and the General Partner, and as described in the Memorandum. In addition, the Partnership will reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties with respect to the Partnership. (bc) The Partnership will bear all expenses incurred in connection with its business. Expenses to be borne by the Partnership include, but are not limited to, the following: (1) The Partnership’s 's pro rata share of the management fee, performance allocation and other fees and expenses, of the Master Partnership; (2) all investment-related expenses, including, but not limited to, fees paid and expenses reimbursed, directly or indirectly, to Advisors (including management fees, performance or incentive fees or allocations and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to portfolio transactions and positions for the Partnership’s 's account, such as direct and indirect expenses associated with the Partnership’s 's investments, including its investments in Advisor Funds (whether or not consummated), and enforcing the Partnership’s 's rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, costs and fees for data and software (including software providers and dedicated software employed by the Partnership and designed to assist an investment manager to keep track of the investments in the Advisor Funds and Advisor Accounts), research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, in connection with the Partnership’s 's temporary or cash management investments, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on Securities sold short, dividends on Securities sold but not yet purchased and margin fees; (3) costs associated with the registration of the Partnership, including the costs of compliance with any applicable U.S. federal and state laws; (4) a an investor servicing fee to be paid to the investor servicing agent; (5) any non-investment-related interest expense; (6) attorneys’ ' fees and disbursements associated with preparing and updating any Offering Materials and with reviewing subscription materials in connection with qualifying prospective investors or prospective holders of Transferred UnitsInterests; (7) fees and disbursements of any accountants engaged by the Partnership, and expenses related to the annual audit of the Partnership and compliance with any applicable U.S. Federal or state laws; (8) fees paid and out-of-pocket expenses reimbursed to the Partnership’s 's administrator; (9) recordkeeping, accounting, escrow, and custody fees and expenses; (10) the costs of an errors and omissions/directors’ ' and officers’ ' liability insurance policy and a fidelity bond; (11) the costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence or similar materials, to Limited Partners; (12) fees of Independent Directors and travel expenses of Directors relating to meetings of the Board of Directors and committees thereof, and costs and expenses of holding meetings of the Board of Directors and meetings of the Partners; (13) all costs and charges for equipment or services used in preparing or communicating information regarding the Partnership’s 's transactions or the valuation of its assets between the General Partner and any custodian, administrator or other agent engaged by the Partnership; (14) any extraordinary expenses, including indemnification expenses as provided for in Section 3.8 of this Agreement; (15) the Fund’s 's proportionate share of the fees and expenses of the Master Partnership and the fees and expenses of the Advisor Funds and Advisor Accounts (borne indirectly by the Fund through its investment in the Master Partnership); (16) any other expenses as may be approved from time to time by the Directors, other than those required to be borne by an investment manager or the General Partner; and (17) the organizational and offering expenses of the Partnership which will initially be borne by Hatteras Investment Partners, LLC or an affiliate thereof and will be expensed by the Partnership upon commencement of operations. The Partnership will account for these expenditures, through monthly expense allocations (or at such other frequency or times as the Board of Directors may direct) to Limited Partners’ ' Capital Accounts, for a period not to exceed the first sixty months after the Closing Date. The amount of each such expense allocation to the Limited Partners’ ' Capital Accounts will be determined by the Directors and Hatteras Investment Partners, LLC and will equal an amount sufficient to reimburse the Investment Manager or affiliate thereof within a sixty-month period. (cd) The General Partner will be entitled to reimbursement from the Partnership for any of the above expenses that it pays on behalf of the Partnership, other than as provided in Section 3.9(b)(143.9(e)(14) above.

Fees, Expenses and Reimbursement. (a) Subject to applicable law, the Investment Manager shall be entitled to receive such fees for services provided to the Partnership as may be agreed by the Investment Manager and the Fund pursuant to the Investment Advisory Agreement or such other agreements relating to such services. (b) The Partnership will compensate each Independent Director for his or her services rendered in connection with the Partnership as may be agreed to by the Independent Directors and the General Partner, and as described in the Memorandum. In addition, the Partnership will reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties with respect to the Partnership. (bc) The Partnership will add to all subscriptions for Interests or portions of Interests any sales charge or fee, in form and amount as determined by the General Partner, subject to approval by the Directors, payable to Placement Agents for the placement of such Interests or portions of Interests. Any sales charge or fee paid in accordance with this SECTION 3.10(C) will not constitute a Capital Contribution made by the Partner to the Partnership nor part of the assets of the Partnership. (d) The Partnership will bear all expenses incurred in connection with its businessbusiness other than those specifically required to be borne by the Investment Manager under this Agreement or an Investment Advisory Agreement. Expenses to be borne by the Partnership include, but are not limited to, the following: (1) The Partnership’s pro rata share of the management fee, performance allocation and other fees and expenses, of the Master Partnership; (2) all investment-related expenses, including, but not limited to, fees paid and expenses reimbursed, directly or indirectly, to Advisors (including management fees, performance or incentive fees or allocations and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to portfolio transactions and positions for the Partnership’s account, such as direct and indirect expenses associated with the Partnership’s investments, including its investments in Advisor Funds (whether or not consummated), and enforcing the Partnership’s rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, costs and fees for data and software (including software providers and dedicated software employed by the Partnership and designed to assist an investment manager to keep track of the investments in the Advisor Funds and Advisor Accounts), research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, in connection with the Partnership’s temporary or cash management investments), brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on Securities sold short, dividends on Securities sold but not yet purchased and margin fees; (32) costs associated with the registration of the Partnership, including the costs of compliance with any applicable U.S. federal and state laws; (4) a servicing fee to be paid to the servicing agent; (53) any non-investment-related interest expense; (64) attorneys’ fees and disbursements associated with preparing and updating any Offering Materials and with reviewing subscription materials in connection with qualifying prospective investors or prospective holders of Transferred UnitsInterests; (75) fees and disbursements of any accountants engaged by the Partnership, and expenses related to the annual audit of the Partnership and compliance with any applicable U.S. Federal or state laws; (8) 6) fees paid and out-of-pocket expenses reimbursed to the Partnership’s administrator; (97) recordkeeping, accounting, escrow, escrow and custody fees and expenses; (10) 8) the costs of an errors and omissions/directors’ and officers’ liability insurance policy and a fidelity bond; (119) the costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence or similar materials, to Limited Partners; (1210) the Management Fee; (11) fees of Independent Directors and travel expenses of Directors relating to meetings of the Board of Directors and committees thereof, and costs and expenses of holding meetings of the Board of Directors and meetings of the Partners; (1312) all costs and charges for equipment or services used in preparing or communicating information regarding the Partnership’s transactions or the valuation of its assets between the General Partner and any custodian, administrator or other agent engaged by the Partnership; (1413) any extraordinary expenses, including indemnification expenses as provided for in Section 3.8 SECTION 3.9 of this Agreement; (15) the Fund’s proportionate share of the fees and expenses of the Master Partnership and the fees and expenses of the Advisor Funds and Advisor Accounts (borne indirectly by the Fund through its investment in the Master Partnership); (1614) any other expenses as may be approved from time to time by the Directors, other than those required to be borne by an investment manager or the General Partner; and (1715) the organizational Partnership’s organization expenses and offering expenses of the Partnership costs, which will initially be borne by Hatteras Investment Partners, LLC or an affiliate thereof and will be expensed by the Partnership upon commencement of operations. The Partnership will account for these expenditures, through monthly expense allocations to Limited Partners’ Capital Accounts (or at such other frequency or times as the Board of Directors may direct) to Limited Partners’ Capital Accounts), for a period not to exceed the first sixty months after the Closing Date. The amount of each such expense allocation to the Limited Partners’ Capital Accounts will be determined by the Directors and Hatteras Investment Partners, LLC and will equal an amount sufficient to reimburse the Investment Manager or affiliate thereof within a sixty-month period. (ce) The Each of the Investment Manager and the General Partner will be entitled to reimbursement from the Partnership for any of the above expenses that it pays on behalf of the Partnership, other than as provided in Section 3.9(b)(14SECTION 3.10(D)(10) above.

Fees, Expenses and Reimbursement. (a) So long as the Partnership invests all of its investable assets in the Master Partnership, the Partnership will not directly pay a management fee; however, the Fund's Partners bear an indirect share of the Master Partnership's management fee through the Partnership's investment in the Master Partnership. The amount of the Partnership's share of the Management Fee will be charged pro rata to the Capital Account of each Limited Partner based on the value of the Capital Account of each Limited Partner as of the end of business of the first Business Day of each fiscal quarter, after adjustment for any subscriptions effective on that date and before giving effect to any repurchase of interests in the Partnership or portions of interests in the Partnership effective as of that date. The Partnership's share will be due and payable in advance within five Business Days after the beginning of each fiscal quarter. (b) The Partnership will compensate each Independent Director for his or her services rendered in connection with the Partnership as may be agreed to by the Independent Directors and the General Partner, and as described in the Memorandum. In addition, the Partnership will reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties with respect to the Partnership. (bc) The Partnership will bear all expenses incurred in connection with its business. Expenses to be borne by the Partnership include, but are not limited to, the following: (1) The Partnership’s 's pro rata share of the management fee, performance allocation and other fees and expenses, of the Master Partnership; (2) all investment-related expenses, including, but not limited to, fees paid and expenses reimbursed, directly or indirectly, to Advisors (including management fees, performance or incentive fees or allocations and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to portfolio transactions and positions for the Partnership’s 's account, such as direct and indirect expenses associated with the Partnership’s 's investments, including its investments in Advisor Funds (whether or not consummated), and enforcing the Partnership’s 's rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, costs and fees for data and software (including software providers and dedicated software employed by the Partnership and designed to assist the an investment manager to keep track of the investments in the Advisor Funds and Advisor Accounts), research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, in connection with the Partnership’s 's temporary or cash management investments, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on Securities sold short, dividends on Securities sold but not yet purchased and margin fees; (3) costs associated with the registration of the Partnership, including the costs of compliance with any applicable U.S. federal and state laws; (4) a an investor servicing fee to be paid to the investor servicing agent; (5) any non-investment-related interest expense; (6) attorneys’ ' fees and disbursements associated with preparing and updating any Offering Materials and with reviewing subscription materials in connection with qualifying prospective investors or prospective holders of Transferred UnitsInterests; (7) fees and disbursements of any accountants engaged by the Partnership, and expenses related to the annual audit of the Partnership and compliance with any applicable U.S. Federal or state laws; (8) fees paid and out-of-pocket expenses reimbursed to the Partnership’s 's administrator; (9) recordkeeping, accounting, escrow, and custody fees and expenses; (10) the costs of an errors and omissions/directors’ ' and officers’ ' liability insurance policy and a fidelity bond; (11) the costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence or similar materials, to Limited Partners; (12) fees of Independent Directors and travel expenses of Directors relating to meetings of the Board of Directors and committees thereof, and costs and expenses of holding meetings of the Board of Directors and meetings of the Partners; (13) all costs and charges for equipment or services used in preparing or communicating information regarding the Partnership’s 's transactions or the valuation of its assets between the General Partner and any custodian, administrator or other agent engaged by the Partnership; (14) any extraordinary expenses, including indemnification expenses as provided for in Section 3.8 of this Agreement; (15) the Fund’s 's proportionate share of the fees and expenses of the Master Partnership and the fees and expenses of the Advisor Funds and Advisor Accounts (borne indirectly by the Fund through its investment in the Master Partnership); (16) any other expenses as may be approved from time to time by the Directors, other than those required to be borne by an investment manager or the General Partner; and (17) the organizational and offering expenses of the Partnership which will initially be borne by Hatteras Investment Partners, Partners LLC or an affiliate thereof and will be expensed by the Partnership upon commencement of operations. The Partnership will account for these expenditures, through monthly expense allocations (or at such other frequency or times as the Board of Directors may direct) to Limited Partners’ ' Capital Accounts, for a period not to exceed the first sixty months after the Closing Date. The amount of each such expense allocation to the Limited Partners’ ' Capital Accounts will be determined by the Directors and Hatteras Investment Partners, Partners LLC and will equal an amount sufficient to reimburse the Investment Manager or affiliate thereof within a sixty-month period. (cd) The General Partner will be entitled to reimbursement from the Partnership for any of the above expenses that it pays on behalf of the Partnership, other than as provided in Section 3.9(b)(143.9(e)(15) above.

Fees, Expenses and Reimbursement. (a) So long as the Partnership invests all of its investable assets in the Master Partnership, the Partnership will not directly pay a management fee; however, the Fund's Partners bear an indirect share of the Master Partnership's management fee through the Partnership's investment in the Master Partnership. The amount of the Partnership's share of the Management Fee will be charged pro rata to the Capital Account of each Limited Partner based on the value of the Capital Account of each Limited Partner as of the end of business of the first Business Day of each fiscal quarter, after adjustment for any subscriptions effective on that date and before giving effect to any repurchase of interests in the Partnership or portions of interests in the Partnership effective as of that date. The Partnership's share will be due and payable in advance within five Business Days after the beginning of each fiscal quarter. (b) The Partnership will compensate each Independent Director for his or her services rendered in connection with the Partnership as may be agreed to by the Independent Directors and the General Partner, and as described in the Memorandum. In addition, the Partnership will reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties with respect to the Partnership. (bc) The Partnership will bear all expenses incurred in connection with its business. Expenses to be borne by the Partnership include, but are not limited to, the following: (1) The Partnership’s 's pro rata share of the management fee, performance allocation and other fees and expenses, of the Master Partnership; (2) all investment-related expenses, including, but not limited to, fees paid and expenses reimbursed, directly or indirectly, to Advisors (including management fees, performance or incentive fees or allocations and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to portfolio transactions and positions for the Partnership’s 's account, such as direct and indirect expenses associated with the Partnership’s 's investments, including its investments in Advisor Funds (whether or not consummated), and enforcing the Partnership’s 's rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, costs and fees for data and software (including software providers and dedicated software employed by the Partnership and designed to assist an investment manager to keep track of the investments in the Advisor Funds and Advisor Accounts), research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, in connection with the Partnership’s 's temporary or cash management investments, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on Securities sold short, dividends on Securities sold but not yet purchased and margin fees; (3) costs associated with the registration of the Partnership, including the costs of compliance with any applicable U.S. federal and state laws; (4) a an investor servicing fee to be paid to the investor servicing agent, if any; (5) any non-investment-related interest expense; (6) attorneys’ ' fees and disbursements associated with preparing and updating any Offering Materials and with reviewing subscription materials in connection with qualifying prospective investors or prospective holders of Transferred UnitsInterests; (7) fees and disbursements of any accountants engaged by the Partnership, and expenses related to the annual audit of the Partnership and compliance with any applicable U.S. Federal or state laws; (8) fees paid and out-of-pocket expenses reimbursed to the Partnership’s 's administrator; (9) recordkeeping, accounting, escrow, and custody fees and expenses; (10) the costs of an errors and omissions/directors’ ' and officers’ ' liability insurance policy and a fidelity bond; (11) the costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence or similar materials, to Limited Partners; (12) fees of Independent Directors and travel expenses of Directors relating to meetings of the Board of Directors and committees thereof, and costs and expenses of holding meetings of the Board of Directors and meetings of the Partners; (13) all costs and charges for equipment or services used in preparing or communicating information regarding the Partnership’s 's transactions or the valuation of its assets between the General Partner and any custodian, administrator or other agent engaged by the Partnership; (14) any extraordinary expenses, including indemnification expenses as provided for in Section 3.8 of this Agreement; (15) the Fund’s 's proportionate share of the fees and expenses of the Master Partnership and the fees and expenses of the Advisor Funds and Advisor Accounts (borne indirectly by the Fund through its investment in the Master Partnership); (16) any other expenses as may be approved from time to time by the Directors, other than those required to be borne by an investment manager or the General Partner; and (17) the organizational and offering expenses of the Partnership which will initially be borne by Hatteras Investment Partners, LLC or an affiliate thereof and will be expensed by the Partnership upon commencement of operations. The Partnership will account for these expenditures, through monthly expense allocations (or at such other frequency or times as the Board of Directors may direct) to Limited Partners’ ' Capital Accounts, for a period not to exceed the first sixty months after the Closing Date. The amount of each such expense allocation to the Limited Partners’ ' Capital Accounts will be determined by the Directors and Hatteras Investment Partners, LLC and will equal an amount sufficient to reimburse the Investment Manager or affiliate thereof within a sixty-month period. (cd) The General Partner will be entitled to reimbursement from the Partnership for any of the above expenses that it pays on behalf of the Partnership, other than as provided in Section 3.9(b)(143.9(c)(14) above.

Fees, Expenses and Reimbursement. (a) So long as the Partnership invests all of its investable assets in the Master Partnership, the Partnership will not directly pay a management fee; however, the Fund's Partners bear an indirect share of the Master Partnership's management fee through the Partnership's investment in the Master Partnership. The amount of the Partnership's share of the Management Fee will be charged pro rata to the Capital Account of each Limited Partner based on the value of the Capital Account of each Limited Partner as of the end of business of the first Business Day of each fiscal quarter, after adjustment for any subscriptions effective on that date and before giving effect to any repurchase of interests in the Partnership or portions of interests in the Partnership effective as of that date. The Partnership's share will be due and payable in advance within five Business Days after the beginning of each fiscal quarter. (b) The Partnership will compensate each Independent Director for his or her services rendered in connection with the Partnership as may be agreed to by the Independent Directors and the General Partner, and as described in the Memorandum. In addition, the Partnership will reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties with respect to the Partnership. (bc) The Partnership will bear all expenses incurred in connection with its business. Expenses to be borne by the Partnership include, but are not limited to, the following: (1) The Partnership’s 's pro rata share of the management fee, performance allocation and other fees and expenses, of the Master Partnership; (2) all investment-related expenses, including, but not limited to, fees paid and expenses reimbursed, directly or indirectly, to Advisors (including management fees, performance or incentive fees or allocations and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to portfolio transactions and positions for the Partnership’s 's account, such as direct and indirect expenses associated with the Partnership’s 's investments, including its investments in Advisor Funds (whether or not consummated), and enforcing the Partnership’s 's rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, costs and fees for data and software (including software providers and dedicated software employed by the Partnership and designed to assist an investment manager to keep track of the investments in the Advisor Funds and Advisor Accounts), research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, in connection with the Partnership’s 's temporary or cash management investments, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on Securities sold short, dividends on Securities sold but not yet purchased and margin fees; (3) costs associated with the registration of the Partnership, including the costs of compliance with any applicable U.S. federal and state laws; (4) a an investor servicing fee to be paid to the investor servicing agent; (5) any non-investment-related interest expense; (6) attorneys’ ' fees and disbursements associated with preparing and updating any Offering Materials and with reviewing subscription materials in connection with qualifying prospective investors or prospective holders of Transferred UnitsInterests; (7) fees and disbursements of any accountants engaged by the Partnership, and expenses related to the annual audit of the Partnership and compliance with any applicable U.S. Federal or state laws; (8) fees paid and out-of-pocket expenses reimbursed to the Partnership’s 's administrator; (9) recordkeeping, accounting, escrow, and custody fees and expenses; (10) the costs of an errors and omissions/directors’ ' and officers’ ' liability insurance policy and a fidelity bond; (11) the costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence or similar materials, to Limited Partners; (12) fees of Independent Directors and travel expenses of Directors relating to meetings of the Board of Directors and committees thereof, and costs and expenses of holding meetings of the Board of Directors and meetings of the Partners; (13) all costs and charges for equipment or services used in preparing or communicating information regarding the Partnership’s 's transactions or the valuation of its assets between the General Partner and any custodian, administrator or other agent engaged by the Partnership; (14) any extraordinary expenses, including indemnification expenses as provided for in Section SECTION 3.8 of this Agreement; (15) the Fund’s 's proportionate share of the fees and expenses of the Master Partnership and the fees and expenses of the Advisor Funds and Advisor Accounts (borne indirectly by the Fund through its investment in the Master Partnership); (16) any other expenses as may be approved from time to time by the Directors, other than those required to be borne by an investment manager or the General Partner; and (17) the organizational and offering expenses of the Partnership which will initially be borne by Hatteras Investment Partners, LLC or an affiliate thereof and will be expensed by the Partnership upon commencement of operations. The Partnership will account for these expenditures, through monthly expense allocations (or at such other frequency or times as the Board of Directors may direct) to Limited Partners’ ' Capital Accounts, for a period not to exceed the first sixty months after the Closing Date. The amount of each such expense allocation to the Limited Partners’ ' Capital Accounts will be determined by the Directors and Hatteras Investment Partners, LLC and will equal an amount sufficient to reimburse the Investment Manager or affiliate thereof within a sixty-month period. (cd) The General Partner will be entitled to reimbursement from the Partnership for any of the above expenses that it pays on behalf of the Partnership, other than as provided in Section 3.9(b)(14SECTION 3.9(E)(14) above.

Fees, Expenses and Reimbursement. (a) So long as the Partnership invests all of its investable assets in the Master Partnership, the Partnership will not directly pay a management fee; however, the Fund's Partners bear an indirect share of the Master Partnership's management fee through the Partnership's investment in the Master Partnership. The amount of the Partnership's share of the Management Fee will be charged pro rata to the Capital Account of each Limited Partner based on the value of the Capital Account of each Limited Partner as of the end of business of the first Business Day of each fiscal quarter, after adjustment for any subscriptions effective on that date and before giving effect to any repurchase of interests in the Partnership or portions of interests in the Partnership effective as of that date. The Partnership's share will be due and payable in advance within five Business Days after the beginning of each fiscal quarter. (b) The Partnership will compensate each Independent Director for his or her services rendered in connection with the Partnership as may be agreed to by the Independent Directors and the General Partner, and as described in the Memorandum. In addition, the Partnership will reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties with respect to the Partnership. (bc) The Partnership will bear all expenses incurred in connection with its business. Expenses to be borne by the Partnership include, but are not limited to, the following: (1) The Partnership’s 's pro rata share of the management fee, performance allocation and other fees and expenses, of the Master Partnership; (2) all investment-related expenses, including, but not limited to, fees paid and expenses reimbursed, directly or indirectly, to Advisors (including management fees, performance or incentive fees or allocations and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to portfolio transactions and positions for the Partnership’s 's account, such as direct and indirect expenses associated with the Partnership’s 's investments, including its investments in Advisor Funds (whether or not consummated), and enforcing the Partnership’s 's rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, costs and fees for data and software (including software providers and dedicated software employed by the Partnership and designed to assist the an investment manager to keep track of the investments in the Advisor Funds and Advisor Accounts), research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, in connection with the Partnership’s 's temporary or cash management investments, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on Securities sold short, dividends on Securities sold but not yet purchased and margin fees; (3) costs associated with the registration of the Partnership, including the costs of compliance with any applicable U.S. federal and state laws; (4) a an investor servicing fee to be paid to the investor servicing agent; (5) any non-investment-related interest expense; (6) attorneys’ ' fees and disbursements associated with preparing and updating any Offering Materials and with reviewing subscription materials in connection with qualifying prospective investors or prospective holders of Transferred UnitsInterests; (7) fees and disbursements of any accountants engaged by the Partnership, and expenses related to the annual audit of the Partnership and compliance with any applicable U.S. Federal or state laws; (8) fees paid and out-of-pocket expenses reimbursed to the Partnership’s 's administrator; (9) recordkeeping, accounting, escrow, and custody fees and expenses; (10) the costs of an errors and omissions/directors’ ' and officers’ ' liability insurance policy and a fidelity bond; (11) the costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence or similar materials, to Limited Partners; (12) fees of Independent Directors and travel expenses of Directors relating to meetings of the Board of Directors and committees thereof, and costs and expenses of holding meetings of the Board of Directors and meetings of the Partners; (13) all costs and charges for equipment or services used in preparing or communicating information regarding the Partnership’s 's transactions or the valuation of its assets between the General Partner and any custodian, administrator or other agent engaged by the Partnership; (14) any extraordinary expenses, including indemnification expenses as provided for in Section SECTION 3.8 of this Agreement; (15) the Fund’s 's proportionate share of the fees and expenses of the Master Partnership and the fees and expenses of the Advisor Funds and Advisor Accounts (borne indirectly by the Fund through its investment in the Master Partnership); (16) any other expenses as may be approved from time to time by the Directors, other than those required to be borne by an investment manager or the General Partner; and (17) the organizational and offering expenses of the Partnership which will initially be borne by Hatteras Investment Partners, Partners LLC or an affiliate thereof and will be expensed by the Partnership upon commencement of operations. The Partnership will account for these expenditures, through monthly expense allocations (or at such other frequency or times as the Board of Directors may direct) to Limited Partners’ ' Capital Accounts, for a period not to exceed the first sixty months after the Closing Date. The amount of each such expense allocation to the Limited Partners’ ' Capital Accounts will be determined by the Directors and Hatteras Investment Partners, Partners LLC and will equal an amount sufficient to reimburse the Investment Manager or affiliate thereof within a sixty-month period. (cd) The General Partner will be entitled to reimbursement from the Partnership for any of the above expenses that it pays on behalf of the Partnership, other than as provided in Section 3.9(b)(14SECTION 3.9(E)(15) above.