EXPENSE REDUCTION AGREEMENT
This
EXPENSE REDUCTION AGREEMENT is made as of _________, 200_ by Hatteras Capital
Distributors, LLC (the "Placement Agent").
WHEREAS,
Hatteras VC Co-Investment Fund II, LLC (the "Fund") is registered as a
closed-end management investment company under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS,
the Placement Agent serves as the Placement Agent to the Fund, pursuant to a
Placement Agent Agreement dated ___________, 200_ (the "Agreement"),
and;
WHEREAS,
the Placement Agent desires to reduce its contractual fee rates under the
Agreement for the Fund; and
WHEREAS,
the Placement Agent represents that the quality and quantity of its services
under the Agreement will not be affected by this commitment and that its
obligations under the Agreement will remain unchanged in all
respects.
NOW,
THEREFORE, for good and valuable consideration receipt of which is hereby
acknowledged, the Placement Agent, intending to be legally bound, agrees as
follows:
1. Effective
the date hereof, for all services to be rendered and payments made pursuant to
the Agreement, the Placement Agent will rebate to the Fund, in order to offset
fund operating expenses, 1.00% of all investments made after the initial closing
for which the placement agent receives a placement fee.
2. This
Expense Reduction Agreement shall be attached to and made a part of the
Agreement.
3. The
Agreement shall continue in full force and effect as modified
hereby.
IN
WITNESS WHEREOF, the Placement Agent has caused this instrument to be executed
by its officers designated below as of the day and year first above
written.
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HATTERAS
CAPITAL DISTRIBUTORS, LLC
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Attest:
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By:
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/s/
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___________________
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(Authorized
Officer)
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Name:
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Title:
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Accepted
and Agreed as of the Date
First Set
Forth Above:
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By:
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Name:
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Title:
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