AMENDED AND RESTATED FUND SERVICING AGREEMENT BY AND BETWEEN HATTERAS INVESTMENT PARTNERS LLC AND HATTERAS MULTI-STRATEGY FUND, L.P. HATTERAS MULTI- STRATEGY TEI FUND, L.P. HATTERAS MULTI-STRATEGY INSTITUTIONAL FUND, L.P. HATTERAS MULTI-STRATEGY TEI...
AMENDED
AND RESTATED
BY AND
BETWEEN
HATTERAS
INVESTMENT PARTNERS LLC
AND
HATTERAS
MULTI-STRATEGY FUND, L.P.
HATTERAS
MULTI-STRATEGY INSTITUTIONAL FUND, L.P.
HATTERAS
MULTI-STRATEGY TEI INSTITUTIONAL FUND, L.P.
February
23, 2010
AMENDED
AND RESTATED FUND SERVICING AGREEMENT, made as of the 23rd day of February,
2010, 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.
RECITAL
WHEREAS,
each Fund desires to retain Hatteras to provide, or to retain service providers
(“Service Providers”) to provide, certain fund services
(“Fund Services”) to the Funds;
WHEREAS,
the Funds are registered under the Investment Company Act of 1940 (the
“Investment Company Act) and are subject to regulation as such under applicable
federal securities laws;
WHEREAS,
units of membership interest in the Funds (“Units”) are offered for purchase to
customers that are qualified investors; and
WHEREAS,
Hatteras desires to provide, or retain Service Providers to provide,
Fund Services.
NOW
THEREFORE, in consideration of the terms and conditions herein contained, the
parties agree as follows:
1. Appointment
of Hatteras.
(a) Each
Fund hereby authorizes Hatteras to provide, and/or retain other Service
Providers, who have entered into an appropriate service provider agreement with
Hatteras, to provide one or more of the
Fund Services. Fund Services shall include, but
shall not be limited to:
(i) assisting
in the maintenance of a Fund’s records containing information relating to
limited partners of the Funds (“Limited Partners”);
(ii) providing
the Funds with personnel to perform such executive, administrative and clerical
services as are reasonably necessary to provide effective administration of a
Fund and Limited Partner services;
(iii) as
agreed from time to time with the Board in accordance with Rule 38a-1 under the
Investment Company Act, making available the services of appropriate compliance
personnel and resources relating to compliance policies and procedures of the
Funds;
(iv) assisting
in the administration of meetings of the Board and its committees and the
Limited Partners;
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(v) assisting
in administering subscriptions and tender offers, including assistance in the
preparation of regulatory filings and the transmission of cash between Limited
Partners and a Fund, and the Funds and the Master Fund (or any successor thereto
designated by a Fund);
(vi) assisting
in arranging for, at the Funds’ expense, the preparation of all required tax
returns;
(vii) assisting
in the periodic updating of the Funds’ prospectus(es) and statement of
additional information(s), the preparation of proxy statements to Limited
Partners, and the preparation of reports filed with regulatory
authorities;
(viii) providing
information and assistance as requested in connection with the registration of
the Funds’ Units in accordance with state securities requirements;
(ix) providing
assistance in connection with the preparation of the Funds’ periodic financial
statements and annual audit as reasonably requested by the Board or officers of
the Funds or the Funds’ independent accountants; and
(x) supervising
other aspects of the Funds’ operations and providing other administrative
services to the Funds.
2. Fund
Servicing Fee.
(a) Each
Fund will pay to Hatteras a certain percentage (on an annualized basis), as set
forth in Exhibit B attached hereto, of the aggregate value of outstanding Units
held by Limited Partners of each Fund determined as of the last day of the month
(before repurchases of Units or performance allocations) (the “Fund Servicing
Fee”).
(b) Hatteras
may pay amounts pursuant to this Section 2 to any Service Provider, including
any “affiliated person” (as that term is defined in the Investment Company Act)
of Hatteras, if such person provides Fund Services.
(c) Hatteras
may, in its sole discretion, waive or pay all or a portion of the Fund Servicing
Fee to Service Providers.
3. Duties
of Hatteras.
(a) Hatteras
agrees to retain the Service Providers to provide Fund Services and
to compensate such Service Providers for their services.
(b) Hatteras
shall maintain all books and records of the Funds required by Rule 31a-1 under
the Investment Company Act (other than those records being maintained by the
Fund’s distributor, administrator, custodian or transfer agent) and preserve
such records for the periods prescribed therefore by Rule 31a-2 of the
Investment Company Act.
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4. Liability
of the Funds. Hatteras understands and agrees that the obligations of
each Fund under this Agreement are several and not joint, and are not binding
upon any Limited Partner or any person serving on the Board of Directors of any
Fund personally, but bind only the Funds and the property of the Funds severally
and not jointly. Hatteras represents that it has notice of the
provisions of each Fund’s organizational documents disclaiming Limited Partner
and Director liability for acts and obligations of such Fund.
5. Duration. This
Agreement will take effect on the date first set forth above. Unless earlier
terminated pursuant to paragraph 7 hereof, this Agreement shall remain in effect
until May 31, 2011 and thereafter from year to year.
6. Amendment. Any
amendment to this Agreement shall be in writing and shall be subject to the
approval of the Board of Directors of each Fund.
7. Termination. This
Agreement may be terminated with respect to a particular Fund (i) by Hatteras at
any time without penalty upon sixty days’ written notice to such Fund (which
notice may be waived by such Fund); or (ii) by a Fund at any time without
penalty upon sixty days’ written notice to Hatteras (which notice may be waived
by Hatteras). Any termination of this Agreement shall not affect the
obligation of a Fund to pay the Fund Servicing Fee to Hatteras prior to such
termination.
8. Choice
of Law. This Agreement shall be governed by the laws of the State of
Delaware applicable to agreements made and to be performed entirely within the
State of Delaware (without regard to any conflicts of law principles
thereof). Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the Investment Company Act shall be resolved by reference to such
term or provision of the Investment Company Act and to interpretations thereof,
if any, by the United States courts or, in the absence of any controlling
decision of any such court, by rules, regulations or orders of the Commission
issued pursuant to the Investment Company Act. In addition, where the
effect of a requirement of the Investment Company Act reflected in any provision
of this Agreement is revised by rule, regulation or order of the Commission,
such provision shall be deemed to incorporate the effect of such rule,
regulation or order.
* * *
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.
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HATTERAS
INVESTMENT PARTNERS LLC
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By:
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/s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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J.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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Chief
Operating Officer
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HATTERAS
MULTI-STRATEGY FUND, L.P.
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By:
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/s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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J.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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Secretary
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By:
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/s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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J.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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Secretary
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HATTERAS
MULTI-STRATEGY INSTITUTIONAL
FUND,
L.P.
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By:
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/s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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J.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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Secretary
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HATTERAS
MULTI-STRATEGY TEI
INSTITUTIONAL
FUND, L.P.
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By:
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/s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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J.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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Secretary
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EXHIBIT
A
FUNDS
Hatteras
Multi-Strategy Fund, L.P.
Hatteras
Multi-Strategy Institutional Fund, L.P.
Hatteras
Multi-Strategy TEI Institutional Fund, L.P.
EXHIBIT
B
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Fund
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Fund Servicing
Fee (as a
percentage of the
aggregate value of
outstanding Units)
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Hatteras
Multi-Strategy Fund, L.P.
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.85%
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.85%
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Hatteras
Multi-Strategy Institutional Fund, L.P.
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.10%
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Hatteras
Multi-Strategy TEI Institutional Fund, L.P.
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.10%
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