0001144204-11-043712 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • August 3rd, 2011 • Hatteras Global Private Equity Fund II, LLC • Missouri

This ESCROW AGREEMENT (the “Agreement”) is made and entered into this ___ day of ________, 20__, by and between Hatteras Global Private Equity Fund II, LLC, a Delaware limited liability company (the “Fund”), UMB Fund Services, Inc., as recordkeeper (“UMBFS”) and UMB Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow agent (the “Escrow Agent”).

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 3rd, 2011 • Hatteras Global Private Equity Fund II, LLC • Delaware

AGREEMENT, dated as of _____________, 2011 by and among Hatteras Global Private Equity Fund II, LLC (the “Fund”), Hatteras Capital Investment Management, LLC, a Delaware limited liability company (the “Adviser”), and Capvent US Advisors LLC (the “Sub-Adviser”).

Contract
Hatteras Global Private Equity Fund II, LLC • August 3rd, 2011

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

FUND SERVICING AGREEMENT BY AND BETWEEN HATTERAS CAPITAL INVESTMENT MANAGEMENT, LLC AND HATTERAS GLOBAL PRIVATE EQUITY FUND II, LLC
Fund Servicing Agreement • August 3rd, 2011 • Hatteras Global Private Equity Fund II, LLC • Delaware

FUND SERVICING AGREEMENT, made as of the __ day of _________, 2011, by and between Hatteras Capital Investment Management, LLC, a limited liability company formed under the laws of the State of Delaware (“Hatteras”), and Hatteras Global Private Equity Fund II, LLC (the “Fund”), on the other.

ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Administration, Fund Accounting and Recordkeeping Agreement • August 3rd, 2011 • Hatteras Global Private Equity Fund II, LLC • Wisconsin

THIS AGREEMENT is made as of this _____ day of ____________, 20__, by and between Hatteras Global Private Equity Fund II, LLC, a Delaware limited liability company (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

INVESTMENT MANAGEMENT AGREEMENT HATTERAS GLOBAL PRIVATE EQUITY FUND II, LLC
Investment Management Agreement • August 3rd, 2011 • Hatteras Global Private Equity Fund II, LLC • Delaware

AGREEMENT made this __ day of ___________, 2011, by and between Hatteras Global Private Equity Fund II, LLC, a Delaware limited liability company (the "Fund"), and Hatteras Capital Investment Management, LLC, a Delaware limited liability company (the "Adviser").

EXPENSE REDUCTION AGREEMENT
Expense Reduction Agreement • August 3rd, 2011 • Hatteras Global Private Equity Fund II, LLC

WHEREAS, Hatteras Global Private Equity 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");

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