EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
AGREEMENT
made as of the 16th day of July, 2009 by and among Hatteras 1099 Advantage
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
Hatteras 1099 Advantage Institutional Fund (the “Master Fund”) and any Acquired
Fund Fees and Expenses of the Fund and the Master Fund but including the Fund
Servicing Fee and indirect fees and expenses of the Master Fund) will not exceed
3.35% of net assets of the Fund on an annualized basis (the “Expense
Limitation”). For purposes of this Agreement, the Total Annual
Expenses of the Fund incorporates the Total Annual Expenses of the Master Fund
and is not in addition to them.
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 and
without regard to the Expense Limitation. If this Agreement is
terminated by Hatteras or Ramius, the Fund agrees to repay to Hatteras and
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 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
Xxxxxxx
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By:
Xxxxx Xxxxxxx
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Title:
COO
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