JOINT INSURED AGREEMENT
Exhibit (k)(3)
This Amended and Restated Joint Insured Agreement made as of May 24, 2011 by and among
Hatteras Investment Partners LLC, Hatteras Investment Management, LLC, Hatteras Capital Investment
Management, LLC, Hatteras Capital Investment Partners, LLC (the “Corporate Entities”) and the
investment companies listed on Schedule A hereto (the “Funds”) (each Corporate Entity and
each Fund, an “Assured” and collectively, the “Assureds”), which are described in part (b)
of Rule 17g-l of the Securities and Exchange Commission under the Investment Company Act of 1940,
as amended, (“Rule 17g-1”);
1. Each of the Assureds is jointly insured against specified fidelity and other losses under
an Investment Company Blanket Bond currently issued in the aggregate amount of $5,000,000 by
Federal Insurance Company (the “Bond”);
2. Each Assured agrees to maintain fidelity coverage equal to that required by Rule 17g-l. All
Assureds agree to maintain aggregate coverage for all other losses insured against under the Bond
in the amounts set forth in the Bond, unless otherwise agreed by the Assureds. Ten percent (10%)
of the premium cost for the Bond (the “Bond Premium”) will be shared by among the
Corporate Entities. Ninety percent (90%) of the Bond Premium shall be
shared among Hatteras Master
Fund, L.P. (the “Master Fund”), Hatteras Multi-Strategy Fund, L.P., Hatteras Multi-Strategy TEI
Fund, L.P., Hatteras Multi-Strategy Institutional Fund, L.P., Hatteras Multi-Strategy TEI
Institutional Fund, L.P. (collectively, the “Feeder Funds”), Hatteras VC Co-Investment Fund II, LLC
(the “XX XX Fund”), Hatteras Global Private Equity Partners Institutional, LLC (the “GPEP Fund”),
Hatteras Ramius Advantage Fund (the “Advantage Fund”), Hatteras Ramius Advantage Institutional
Fund, (the “Advantage Institutional Fund” and together with the Master Fund, the Feeder Funds, the
XX XX Fund the GPEP Fund, and the Advantage Fund, the “Funds”). The Bond Premium shall be prorated
among the Funds based on the assets held by each Fund, subject to adjustment from time to time
pursuant to the procedure set forth in paragraphs 3 and 4 hereof. The portion of the Bond Premium
owed by each Feeder Fund shall be determined by multiplying the amount of Bond Premium owed by the
Master Fund by the percentage of the Master Fund’s investment attributable to the investment of
that Feeder Fund. The Master Fund shall owe the premium attributable to its assets not owed by
the Feeder Funds.
3. In the event that any Assured determines that the amount of its coverage should be reduced,
such reduction will be effected and a return of the reallocated premium made if and to the extent
that one or more of the other participating Assureds requires or desires an increased amount of
insurance coverage.
4. Any Assured may, pursuant to a resolution or policy of its Board of Directors/ Trustees/
Managers, have a greater amount of fidelity insurance and have other insurance overages in
additional amounts provided by the Bond if the total coverage under the Bond (including any
increase of adjustment) can include such insurance and the allocation of premium to such Assured
for the remaining term of the Bond will be based on the ratio of its elected coverage to the total
amount of coverage under the Bond.
5. In the event a loss is sustained by two or more of the Assureds that exceeds the Bond’s
limit of liability, the amount of such recovery will be prorated in the ratio of the insured losses
of such Assureds, provided that for fidelity losses under the Bond, such recovery for a Fund will
be at last equal to the amount it would have received had it provided and maintained a single
insured bond with the minimum coverage required of that Assured by paragraph (d)(l) of Rule 17g-l.
6. An investment company (a “New Assured”) having an investment adviser or subadvisor
that is, or is affiliated with, Hatteras Investment Partners LLC or Hatteras Capital Investment
Management, LLC (“Hatteras”) and either having the same Board of Directors/ Trustees/
Managers as the Assureds, may become a named insured under the Bond. Such New Assured shall be
deemed to be added to Schedule A; provided that the Assureds agree to any increase in
aggregate coverage under the Bond if necessary, and provided that the New Assured causes this
Agreement to be signed on its behalf as of the date it agrees to the terms and conditions of this
Agreement.
7. Each of the Assureds understands and agrees that the obligations of the Assureds under this
Agreement are not binding upon any beneficial owner or Director of the Assureds personally, but
bind only the Assureds and their respective property. Each of the Assureds represents that it
has notice of the provisions of the constitutive documents of the Assureds organized as Delaware
entities disclaiming shareholder, director, limited partner and general partner liability for acts
or obligations of such Assureds.
* * *
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. |
HATTERAS MASTER FUND, L.P. | HATTERAS MULTI-STRATEGY FUND, L.P. | |||||||||
By:
|
/s/ J. Xxxxxxx Xxxxxx | By: | /s/ J. Xxxxxxx Xxxxxx | |||||||
Name:
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J. Xxxxxxx Xxxxxx | Name: | J. Xxxxxxx Xxxxxx | |||||||
Title:
|
Secretary | Title: | Secretary | |||||||
HATTERAS MULTI-STRATEGY TEI FUND, L.P. | HATTERAS MULTI-STRATEGY INSTITUTIONAL FUND, L.P. | |||||||||
By:
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/s/ J. Xxxxxxx Xxxxxx | By: | /s/ J. Xxxxxxx Xxxxxx | |||||||
Name:
|
J. Xxxxxxx Xxxxxx | Name: | J. Xxxxxxx Xxxxxx | |||||||
Title:
|
Secretary | Title: | Secretary | |||||||
HATTERAS MULTI-STRATEGY TEI INSTITUTIONAL FUND, L.P. | HATTERAS VC CO-INVESTMENT FUND II, LLC | |||||||||
By:
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/s/ J. Xxxxxxx Xxxxxx | By: | /s/ J. Xxxxxxx Xxxxxx | |||||||
Name:
|
J. Xxxxxxx Xxxxxx | Name: | J. Xxxxxxx Xxxxxx | |||||||
Title:
|
Secretary | Title: | Secretary | |||||||
HATTERAS GLOBAL PRIVATE EQUITY PARTNERS INSTITUTIONAL, LLC | HATTERAS RAMIUS ADVANTAGE FUND | |||||||||
By:
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/s/ J. Xxxxxxx Xxxxxx | By: | /s/ J. Xxxxxxx Xxxxxx | |||||||
Name:
|
J. Xxxxxxx Xxxxxx | Name: | J. Xxxxxxx Xxxxxx | |||||||
Title:
|
Secretary | Title: | Secretary |
HATTERAS RAMIUS ADVANTAGE INSTITUTIONAL FUND | HATTERAS INVESTMENT PARTNERS LLC | |||||||||
By:
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/s/ J. Xxxxxxx Xxxxxx | By: | /s/ J. Xxxxxxx Xxxxxx | |||||||
Name:
|
J. Xxxxxxx Xxxxxx | Name: | J. Xxxxxxx Xxxxxx | |||||||
Title:
|
Secretary | Title: | Chief Operating Officer | |||||||
HATTERAS INVESTMENT MANAGEMENT, LLC | HATTERAS CAPITAL INVESTMENT MANAGEMENT, LLC | |||||||||
By:
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/s/ J. Xxxxxxx Xxxxxx | By: | /s/ J. Xxxxxxx Xxxxxx | |||||||
Name:
|
J. Xxxxxxx Xxxxxx | Name: | J. Xxxxxxx Xxxxxx | |||||||
Title:
|
Chief Operating Officer | Title: | Chief Operating Officer | |||||||
HATTERAS CAPITAL INVESTMENT PARTNERS, LLC | ||||||||||
By:
|
/s/ J. Xxxxxxx Xxxxxx | |||||||||
Name:
|
J. Xxxxxxx Xxxxxx | |||||||||
Title:
|
Chief Operating Officer |
Schedule A
Hatteras Master Fund, L.P.
Hatteras Multi-Strategy Fund, L.P.
Hatteras Multi-Strategy TEI Fund, L.P.
Hatteras Multi-Strategy Institutional Fund, L.P.
Hatteras Multi-Strategy TEI Institutional Fund, L.P.
Hatteras VC Co-Investment Fund II, LLC
Hatteras Global Private Equity Partners Institutional, LLC
Hatteras Ramius Advantage Fund
Hatteras Ramius Advantage Institutional Fund
Hatteras Multi-Strategy Fund, L.P.
Hatteras Multi-Strategy TEI Fund, L.P.
Hatteras Multi-Strategy Institutional Fund, L.P.
Hatteras Multi-Strategy TEI Institutional Fund, L.P.
Hatteras VC Co-Investment Fund II, LLC
Hatteras Global Private Equity Partners Institutional, LLC
Hatteras Ramius Advantage Fund
Hatteras Ramius Advantage Institutional Fund