Exhibit (k)(4)
JOINT INSURED AGREEMENT
Agreement made as of January __, 2005 (except as otherwise indicated
below) by and among the investment companies listed on Schedule A hereto
(collectively, the "Funds"), together with certain other insured parties listed
on Schedule B hereto (the "Managers"), 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-l") and which, together with the Funds, are
hereinafter collectively referred to as the "Assureds";
1. Each of the Assureds is jointly insured against specified fidelity and
other losses under an investment Company Blanket Bond currently issued in the
aggregate amount of $1,250,000, by Federal Insurance Company (the "Bond");
2. Each closed-end Fund agrees to maintain fidelity coverage equal to that
required by Rule 17g-1. All Assureds agree to maintain aggregate coverage for
all other losses insured against under the Bond in the amounts set forth in the
Bond, unless otherwise agreed by the Assureds. The premium cost for the Bond
(the "Bond Premium") will be shared as follows: (a) the Managers will, in the
aggregate, share in the premium cost in an amount equal to the ratio of the
amount of coverage assigned in the aggregate to the Managers (as determined from
time to time) to the total amount of coverage under the Bond, and (b) Hatteras
Multi-Strategy Fund I, L.P., Hatteras Multi-Strategy Fund II, L.P., Hatteras
Diversified Strategies Fund LP and Hatteras Diversified Strategies Offshore Fund
Ltd. will share in the balance of the Bond Premium pro rata in accordance with
each Fund's investment in Hatteras Master Fund, L.P., subject to adjustment from
time to time pursuant to the procedure set forth in paragraphs 3 and 4 hereof.
3. In the event that any Assured determines that the amount of its
coverage should be reduced, such reduction will be effected and a return of the
reallocated premium made if and to the extent that one or more of the other
participating Assureds requires or desires an increased amount of insurance
coverage.
4. Any Fund may, pursuant to a resolution or policy of its Board of
Directors, have a greater amount of fidelity insurance and have other insurance
coverages in additional amounts provided by the Bond if the total coverage under
the Bond (including any increase or adjustment) can include such insurance and
the allocation of premium to such Fund for the remaining term of the Bond will
be based on the ratio of its elected coverage to the total amount of coverage
under the Bond.
5. In the event a loss is sustained by two or more of the Assureds that
exceeds the Bond's limit of liability, the amount of such recovery will be
prorated in the ratio of the insured losses of such Assureds, provided that for
fidelity losses under the Bond, such recovery for a Fund will be at least equal
to the amount it would have received had it provided and maintained a single
insured bond with the minimum coverage required of that Fund by paragraph (d)(1)
of Rule 17g-1.
6. An investment company (a "New Fund") having an investment adviser or
subadvisor that is, or is affiliated with, Hatteras Investment Partners LLC
("Hatteras") and either having the same Board of Directors as the Funds, may
become a named insured under the Bond.
Such New Fund shall be deemed to be added to Schedule A; provided that the
Assureds agree to any increase in aggregate coverage under the Bond if
necessary, and provided that the New Fund causes this Agreement to be signed on
its behalf as of the date it agrees to the terms and conditions of this
Agreement. A party that is an affiliate, or an affiliate of an affiliate, of
Hatteras (a "New Manager") may become a named insured under the Bond. Such New
Manager shall be deemed to be added to Schedule B; provided that the New Manager
causes this Agreement to be signed on its behalf as of the date it agrees to the
terms and conditions of this Agreement.
7. Each of the Assureds understands and agrees that the obligations of the
Assureds under this Agreement are not binding upon any beneficial owner or
Director of the Assureds personally, but bind only the Assureds and their
respective property. Each of the Assureds represents that it has notice of the
provisions of the Agreements of Limited Partnership of the Assureds organized as
Delaware limited partnerships and the Limited Liability Company Agreement of the
Assured organized as a Delaware limited liability company disclaiming
shareholder, director, limited partner and general partner liability for acts or
obligations of such Assureds.
* * *
Exhibit (k)(5)
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
HATTERAS INVESTMENT MANAGEMENT LLC
By:___________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Member
HATTERAS DIVERSIFIED STRATEGIES FUND LP
By: Hatteras Investment Management LLC,
its General Partner
By:___________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Member
HATTERAS DIVERSIFIED STRATEGIES OFFSHORE FUND LTD.
By: Hatteras Investment Management LLC,
its General Partner
By:___________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Member
HATTERAS MULTI-STRATEGY FUND I, L.P.
By: Hatteras Investment Management LLC,
its General Partner
By: __________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Member
HATTERAS MULTI-STRATEGY FUND II, L.P.
By: Hatteras Investment Management LLC,
its General Partner
By:____________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Member
SCHEDULE A
Hatteras Master Fund, L.P.
Hatteras Multi-Strategy Fund I, L.P.
Hatteras Multi-Strategy Fund II, L.P.
Hatteras Diversified Strategies Fund LP
Hatteras Diversified Strategies Offshore Fund Ltd.
Schedule B
Hatteras Investment Partners LLC