EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
AGREEMENT
made as of the 5th day of
August, 2009 by and among Hatteras 1099 Advantage Institutional Fund, a Delaware
statutory trust (the “Fund”), Hatteras Capital Investment Management, LLC, a
Delaware limited liability company (“Hatteras”), and Ramius Fund of Funds Group,
LLC, a Delaware limited liability company (“Ramius”):
WITNESSETH:
WHEREAS,
the Fund is registered under the Investment Company Act of 1940 (the “1940 Act”)
as a non-diversified, closed-end, management investment company;
and
NOW,
THEREFORE, the parties to this Agreement agree as follows:
1. Hatteras
and Ramius jointly agree to waive the Investment Management Fee and other fees,
and to pay or absorb expenses of the Fund so that the Total Annual Expenses of
the Fund (excluding taxes, interest, brokerage commissions, other
transaction-related expenses, any extraordinary expenses of the Fund and any
Acquired Fund Fees and Expenses) will not exceed 3.00% of net assets of the Fund
on an annualized basis (the “Expense Limitation”).
2. Hatteras
and Ramius agree that, as between them, each of Hatteras and Ramius shall bear
an equal amount of any waivers and reimbursements necessary to maintain the
Expense Limitation pursuant to this Agreement.
3. This
Agreement will have an initial term ending three years from the date of
commencement of the Fund’s operations, and will automatically renew for
consecutive one-year terms thereafter. Any party may terminate this
Agreement upon sixty (60) days’ written notice to the other party.
4. The
Fund agrees to carry forward, for a period not to exceed (3) three years from
the date on which a waiver or reimbursement is made by Hatteras and/ or Ramius,
all fees and expenses in excess of the Expense Limitation that have been waived,
paid or absorbed by Hatteras and/or Ramius, and to repay Hatteras and/ or
Ramius, as applicable, such amounts, provided the Fund is able to effect such
repayment and remain in compliance with the Expense Limitation. Such
repayment will be made as promptly as possible. If this Agreement is
terminated by the Fund, the Fund agrees to repay to Hatteras and/or Ramius, as
applicable, any amounts payable pursuant to this paragraph that have not been
previously repaid and, subject to the 1940 Act, such repayment will be made to
Hatteras and/or Ramius not later than thirty (30) days after the termination of
this Agreement, so long as the Fund is able to effect such reimbursement and
remain in compliance with the Expense Limitation as if such Expense Limitation
was still in effect. If this Agreement is terminated by Hatteras or
Ramius, the Fund agrees to repay to Hatteras and/or Ramius, as applicable, any
amounts payable pursuant to this paragraph that have not been previously repaid
and, subject to the 1940 Act, such repayment will be made to Hatteras and/or
Ramius not later than thirty (30) days after the termination of this Agreement,
so long as the Fund is able to effect such reimbursement and remain in
compliance with the Expense Limitation as if such Expense Limitation was still
in effect.
5. This
Agreement will be construed in accordance with the laws of the state of Delaware
and the applicable provisions of the 1940 Act. To the extent the
applicable law of the State of Delaware, or any of the provisions in this
Agreement, conflict with the applicable provisions of the 1940 Act, the
applicable provisions of the 1940 Act will control.
6. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Fund’s prospectus as currently in effect.
7. This
Agreement constitutes the entire agreement between the parties to this Agreement
with respect to the matters described in this Agreement.
IN
WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as
of the date first written above.
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/s/ Xxxxx X.
Xxxxxxx
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By:
Xxxxx X. Xxxxxxx
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Title:
President
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HATTERAS
CAPITAL INVESTMENT MANAGEMENT, LLC
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/s/ Xxxxx X.
Xxxxxxx
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By:
Xxxxx X. Xxxxxxx
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Title:
Managing Member
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RAMIUS
FUND OF FUNDS GROUP, LLC
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/s/
Xxxxx X.
Xxxxxxx
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By:
Xxxxx
X. Xxxxxxx
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Title: Chief
Operating Officer and General Counsel
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