0001193125-13-245439 Sample Contracts

JOINT LIABILITY INSURANCE AGREEMENT
Joint Liability Insurance Agreement • June 3rd, 2013 • Hatteras Core Alternatives TEI Fund, L.P. • Delaware

AGREEMENT dated as of the 27th day of February, 2013 among Hatteras Investment Partners, LLC, Hatteras Investment Management, LLC, Hatteras Capital Investment Management, LLC, Hatteras Capital Investment Partners, LLC, Hatteras Capital Distributors, LLC, Hatteras Core Alternatives Offshore Fund, Ltd., Hatteras Core Alternatives 3c1 Fund, L.P., Hatteras GPEP Fund, L.P., Hatteras Late Stage VC Fund I (collectively, the “Hatteras Entities”), and each of the funds listed in Schedule A (the “Registered Funds,” and together with the Hatteras Entities, the “Parties”).

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INVESTMENT CO-MANAGEMENT AGREEMENT
Investment Co-Management Agreement • June 3rd, 2013 • Hatteras Core Alternatives TEI Fund, L.P. • Delaware

AGREEMENT, dated as of March 28, 2013 by and among Hatteras Master Fund, L.P. (the “Fund”), Hatteras Investment Partners, LLC, a Delaware limited liability company (“HIP”), and Morgan Creek Capital Management, LLC, a North Carolina limited liability company (“MCCM”).

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