Hatteras Core Alternatives Fund, L.P. Sample Contracts

BETWEEN
Custody Agreement • September 20th, 2006 • Hatteras Multi-Strategy Fund I, L.P.
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WITNESSETH
Escrow Agreement • January 5th, 2005 • Hatteras Multi-Strategy Fund I, L.P. • Delaware
PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • September 20th, 2006 • Hatteras Multi-Strategy Fund I, L.P. • New York
WITNESSETH:
Escrow Agreement • September 20th, 2006 • Hatteras Multi-Strategy Fund I, L.P. • Missouri
HATTERAS CORE ALTERNATIVES FUND, L.P. Amended and Restated Agreement of Limited Partnership Dated as of July 29, 2016
Hatteras Core Alternatives Fund, L.P. • July 28th, 2017 • Delaware

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HATTERAS CORE ALTERNATIVES FUND, L.P. (the “Partnership”) dated as of July 29, 2016 by and among HATTERAS FUNDS, LP, as General Partner, and those Persons who execute this Agreement and whose names are reflected on the books and records of the Partnership as Limited Partners.

DISTRIBUTION AGREEMENT
Distribution Agreement • July 28th, 2017 • Hatteras Core Alternatives Fund, L.P. • Delaware

This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, Hatteras Core Alternatives Fund, L.P. (the “Fund”), a closed-end management investment company organized as a limited partnership under the laws of the State of Delaware, has appointed you, the “Distributor,” and that you shall be the exclusive distributor in connection with the offering and sale of limited partnership units (the “Units”). The Units shall have such rights and conditions and shall be sold in the manner set forth from time to time in the Fund’s Registration Statement, as defined below. The organization, administration and policies of the Fund are described in its Prospectus and SAI (as those terms are defined below). (This letter, as amended from time to time, shall be referred to hereinafter as the “Agreement”.)

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • August 29th, 2008 • Hatteras Multi-Strategy Fund I, L.P. • Delaware

AMENDED AND RESTATED AGREEMENT made as of the 1st day of November, 200 5 by and between Hatteras Multi-Strategy Fund I, L.P., a Delaware limited partnership (the “Fund”), and Hatteras Investment Partners LLC, a Delaware limited liability corporation (“Hatteras”):

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 24th, 2009 • Hatteras Multi-Strategy Fund, L.P. • Delaware

INVESTMENT MANAGEMENT AGREEMENT dated this 27th day of May, 2005, between HATTERAS INVESTMENT PARTNERS LLC, a Delaware limited liability company (the “Investment Manager”), and HATTERAS MASTER FUND, L.P. a Delaware limited partnership (the “Master Fund”). All terms not defined herein shall have the meanings ascribed to them in the Limited Partnership Agreement of the Master Fund (the “Master Partnership Agreement”)

FUND SERVICING AGREEMENT BY AND BETWEEN HATTERAS FUNDS, LP AND HATTERAS CORE ALTERNATIVES FUND, L.P. HATTERAS CORE ALTERNATIVES TEI FUND, L.P. HATTERAS CORE ALTERNATIVES INSTITUTIONAL FUND, L.P. HATTERAS CORE ALTERNATIVES TEI INSTITUTIONAL FUND, L.P....
Fund Servicing Agreement • July 28th, 2017 • Hatteras Core Alternatives Fund, L.P. • Delaware

FUND SERVICING AGREEMENT, made as of the 1st day of August, 2016, by and between Hatteras Funds, LP, a limited partnership formed under the laws of the State of Delaware (the “Servicing Agent”), and the investment funds listed on Exhibit A hereto (each, a “Fund” and collectively, the “Funds”), on the other.

AMENDED AND RESTATED FUND SERVICING AGREEMENT BY AND BETWEEN HATTERAS INVESTMENT PARTNERS LLC AND HATTERAS MULTI-STRATEGY 3(C)1 FUND, L.P. HATTERAS MULTI-STRATEGY OFFSHORE FUND, LTD. HATTERAS MULTI-STRATEGY FUND, L.P. HATTERAS MULTI-STRATEGY TEI FUND,...
Fund Servicing Agreement • June 24th, 2009 • Hatteras Multi-Strategy Fund, L.P. • Delaware

AMENDED AND RESTATED FUND SERVICING AGREEMENT, made as of the 1st day of November, 2008, by and between Hatteras Investment Partners LLC, a limited liability company formed under the laws of the State of Delaware (“Hatteras”), and the investment funds listed on Exhibit A hereto (each, a “Fund” and collectively, the “Funds”), on the other.

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • June 24th, 2009 • Hatteras Multi-Strategy Fund, L.P. • Delaware

AGREEMENT made as of the 1st day of November, 2005 by and between Hatteras Multi-Strategy Fund, L.P. (formerly Hatteras Multi-Strategy Fund I, L.P.), a Delaware limited partnership (the “Fund”), and Hatteras Investment Partners LLC, a Delaware limited liability corporation (“Hatteras”), and restated as of July 1, 2008:

JOINT LIABILITY INSURANCE AGREEMENT
Joint Liability Insurance Agreement • September 30th, 2014 • Hatteras Core Alternatives Fund, L.P. • Delaware

AGREEMENT dated as of the 5th day of March, 2014 among Hatteras Funds, LLC, Hatteras Capital Distributors, LLC, 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”).

JOINT INSURED AGREEMENT
Joint Insured Agreement • September 30th, 2014 • Hatteras Core Alternatives Fund, L.P.

This Joint Insured Agreement made as of March 5, 2014 by and among Hatteras Funds, LLC, (“Hatteras”) and the investment companies listed on Schedule A hereto (the “Funds”) (Hatteras and each Fund, an “Assured” and collectively, the “Assureds”), which are described in part (b) of Rule 17g-1 of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, (“Rule 17g-1”);

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JOINT LIABILITY INSURANCE AGREEMENT
Joint Liability Insurance Agreement • June 29th, 2011 • Hatteras Multi-Strategy Fund, L.P. • Delaware

AGREEMENT dated as of the 24th day of May, 2011 among Hatteras Investment Partners, LLC, Hatteras Investment Management, LLC, Hatteras Capital Investment Management, LLC, Hatteras Capital Investment Partners, LLC, Hatteras Capital Distributors, LLC, Hatteras Multi-Strategy Offshore Fund, Ltd., Hatteras Multi-Strategy 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”).

JOINT INSURED AGREEMENT
Joint Insured Agreement • June 3rd, 2013 • Hatteras Core Alternatives Fund, L.P.

This Amended and Restated Joint Insured Agreement made as of February 27, 2013 by and among Hatteras Investment Partners LLC, Hatteras Investment Management, LLC, Hatteras Capital Investment Management, LLC, Hatteras Capital Investment Partners, LLC (the “Corporate Entities”) and the investment companies listed on Schedule A hereto (the “Funds”) (each Corporate Entity and each Fund, an “Assured” and collectively, the “Assureds”), which are described in part (b) of Rule 17g-1 of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, (“Rule 17g-1”);

HATTERAS MULTI-STRATEGY FUND I, L.P. Amended and Restated Agreement of August 21, 2006 TABLE OF CONTENTS
Hatteras Multi-Strategy Fund I, L.P. • September 20th, 2006 • Delaware
HATTERAS MULTI-STRATEGY FUND I, L.P. Amended and Restated Agreement of , 2008
Hatteras Multi-Strategy Fund I, L.P. • May 2nd, 2008 • Delaware
INVESTMENT CO-MANAGEMENT AGREEMENT
Management Agreement • June 3rd, 2013 • Hatteras Core Alternatives Fund, L.P. • Delaware

AGREEMENT dated as of March 28, 2013, between HATTERAS INVESTMENT PARTNERS, LLC, a Delaware limited liability company ( “HIP”), and HATTERAS MASTER FUND, L.P. a Delaware limited partnership (the “Master Fund”). All terms not defined herein shall have the meanings ascribed to them in the Limited Partnership Agreement of the Master Fund (the “Master Partnership Agreement”).

JOINT INSURED AGREEMENT
Joint Insured Agreement • June 29th, 2011 • Hatteras Multi-Strategy Fund, L.P.

This Amended and Restated Joint Insured Agreement made as of May 24, 2011 by and among Hatteras Investment Partners LLC, Hatteras Investment Management, LLC, Hatteras Capital Investment Management, LLC, Hatteras Capital Investment Partners, LLC (the “Corporate Entities”) and the investment companies listed on Schedule A hereto (the “Funds”) (each Corporate Entity and each Fund, an “Assured” and collectively, the “Assureds”), which are described in part (b) of Rule 17g-l of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, (“Rule 17g-l”);

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • July 28th, 2017 • Hatteras Core Alternatives Fund, L.P. • New York

This INVESTMENT SUB-ADVISORY AGREEMENT, dated as of July 1, 2017, by and among Hatteras Master Fund, L.P. (the “Fund”), Hatteras Funds, LP (the “Adviser”), and Portfolio Advisors, LLC (“Portfolio Advisors”).

SERVICING AGREEMENT
Servicing Agreement • July 27th, 2018 • Hatteras Core Alternatives Fund, L.P. • Wisconsin

THIS AGREEMENT is made and entered into as of the 14th day of July, 2017, by and among Hatteras Core Alternatives Fund, L.P., a Delaware limited partnership, Hatteras Core Alternatives TEI Fund, L.P., a Delaware limited partnership, Hatteras Core Alternatives Institutional Fund, L.P., a Delaware limited partnership, Hatteras Core Alternatives TEI Institutional Fund, L.P. (the “Feeder Funds” and each a “Feeder Fund”), Hatteras Master Fund, L.P., a Delaware limited partnership (the “Master Fund”), and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company, (“USBFS”). The Feeder Funds and the Master Fund are sometimes referred to herein individually as a “Fund”, and collectively as the “Funds”.

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