0001144204-09-038147 Sample Contracts

HATTERAS 1099 ADVANTAGE INSTITUTIONAL FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • July 21st, 2009 • Hatteras 1099 Advantage Institutional Fund

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Hatteras 1099 Advantage Institutional Fund, a Delaware statutory trust, made as of June 9, 2009 by the undersigned Trustee.

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ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Administration, Fund Accounting and Recordkeeping Agreement • July 21st, 2009 • Hatteras 1099 Advantage Institutional Fund • Wisconsin

THIS AGREEMENT is made as of this 16th day of July, 2009, by and between Hatteras 1099 Advantage Institutional Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

INVESTMENT MANAGEMENT AGREEMENT Hatteras 1099 Advantage Institutional Fund
Investment Management Agreement • July 21st, 2009 • Hatteras 1099 Advantage Institutional Fund • Delaware

AGREEMENT made this 15th day of July, 2009, by and between Hatteras 1099 Advantage Institutional Fund, a Delaware statutory trust (the "Fund"), and Hatteras Capital Investment Management, LLC, a Delaware limited liability company (the "Adviser").

JOINT INSURED BOND AGREEMENT
Joint Insured Bond Agreement • July 21st, 2009 • Hatteras 1099 Advantage Institutional Fund • Delaware

AGREEMENT dated as of this ___ day of ___ 2009, by and between Hatteras 1099 Advantage Fund and Hatteras 1099 Advantage Institutional Fund. Hatteras 1099 Advantage Fund and Hatteras 1099 Advantage Institutional Fund are hereinafter collectively referred to as the “Funds.”

CLOSED-END FUND CUSTODY AGREEMENT
Custody Agreement • July 21st, 2009 • Hatteras 1099 Advantage Institutional Fund • Ohio

THIS AGREEMENT is made and entered into as of this 15th day of July, 2009, by and among HATTERAS 1099 ADVANTAGE INSTITUTIONAL FUND, a Delaware statutory trust (the “Master Fund”), HATTERAS 1099 ADVANTAGE FUND, a Delaware statutory trust (the “Feeder Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”). The Master Fund and Feeder Fund are collectively referred to herein as the “Funds”.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • July 21st, 2009 • Hatteras 1099 Advantage Institutional Fund • Delaware

AGREEMENT, dated as of July 15, 2009 by and among Hatteras 1099 Advantage Institutional Fund (the “Master Fund”), Hatteras Capital Investment Management, LLC, a Delaware limited liability company (the “Adviser”), and Ramius Fund of Funds Group LLC, a Delaware limited liability company (the “Sub-Adviser”).

FUND SERVICING AGREEMENT BY AND BETWEEN HATTERAS CAPITAL INVESTMENT MANAGEMENT, LLC AND HATTERAS 1099 ADVANTAGE FUND HATTERAS 1099 ADVANTAGE INSTITUTIONAL FUND July 16, 2009
Fund Servicing Agreement • July 21st, 2009 • Hatteras 1099 Advantage Institutional Fund • Delaware

FUND SERVICING AGREEMENT, made as of the 16th day of July, 2009, by and between Hatteras Capital Investment Management, LLC, a limited liability company formed under the laws of the State of Delaware (“Hatteras”), and Hatteras 1099 Advantage Fund and Hatteras 1099 Advantage Institutional Fund (each, a “Fund” and collectively, the “Funds”), on the other.

JOINT LIABILITY INSURANCE AGREEMENT
Joint Liability Insurance Agreement • July 21st, 2009 • Hatteras 1099 Advantage Institutional Fund

The Trustees of Hatteras 1099 Advantage Fund, Hatteras 1099 Advantage Institutional Fund, and Managers of Hatteras Capital Investment Management, LLC (collectively, the “Parties” or “Insureds,” and individually, a “Party” or “Insured”) have approved the joint purchase of a trustees and officers professional liability insurance policy (the “Policy”) issued by [__________________] (the “Insurer(s)”) in the total coverage amount of [$________].

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • July 21st, 2009 • Hatteras 1099 Advantage Institutional Fund • Delaware

AGREEMENT made as of the 16th day of July, 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”):

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