0001144204-09-000293 Sample Contracts

ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Fund Accounting and Recordkeeping Agreement • January 5th, 2009 • Hatteras VC Co-Investment Fund II, LLC • Wisconsin

THIS AGREEMENT is made as of this ___ day of _______, 200_, by and between Hatteras VC Co-Investment Fund II, LLC, a Delaware limited liability company (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

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Contract
Hatteras VC Co-Investment Fund II, LLC • January 5th, 2009

Toll-free number: 888.363.2324 Facsimile number: 816.860.3138 Subscription assistance: subscriptions@hatterasfunds.com 8540 Colonnade Center Drive, Suite 401, Raleigh, NC 27615

EXPENSE REDUCTION AGREEMENT
Expense Reduction Agreement • January 5th, 2009 • Hatteras VC Co-Investment Fund II, LLC

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");

INVESTMENT MANAGEMENT AGREEMENT Hatteras VC Co-Investment Fund II, LLC
Investment Management Agreement • January 5th, 2009 • Hatteras VC Co-Investment Fund II, LLC • Delaware

AGREEMENT made this __ day of ___________, 200_, by and between Hatteras VC Co-Investment Fund II, LLC, a Delaware limited liability company (the "Fund"), and Hatteras Capital Investment Management, LLC, a Delaware limited liability company (the "Adviser").

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