EXHIBIT (K)(5)
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
AGREEMENT made as of the 1st day of December, 2006 by and between
Hatteras Multi-Strategy TEI Institutional Fund, L.P., a Delaware limited
partnership (the "Fund"), and Hatteras Investment Partners LLC, a Delaware
limited liability corporation ("Hatteras"):
WITNESSETH:
WHEREAS, the Fund has registered under the Investment Company Act of
1940 (the "1940 Act") as a non-diversified, closed-end, management investment
company; and
NOW, THEREFORE, the parties to this Agreement agree as follows:
1. Hatteras agrees to reimburse the ordinary operating expenses of the
Fund, as set out in the Agreement of Limited Partnership dated November __,
2006, (excluding taxes, interest, brokerage commissions, reorganization-related
expenses, other transaction-related expenses and any extraordinary expenses of
the Fund as well as any performance allocation payable by the Fund) ("Operating
Expenses") that exceed 1.75% on an annualized basis of the Fund's net assets as
of the end of each month (the "Expense Limitation").
2. This Agreement will have an initial term ending on December 1,
2009, and will automatically renew for one-year terms. This Agreement will
remain in effect until terminated by Hatteras or by the Fund. Either party may
terminate this Agreement upon sixty (60) days' written notice to the other
party.
3. The Fund agrees to carry forward, for a period not to exceed three
(3) years from the date on which a waiver or reimbursement is made by Hatteras,
any Operating Expenses in excess of the Expense Limitation that are paid or
assumed by Hatteras under this Agreement ("Excess Operating Expenses") and to
repay Hatteras in the amount of such Excess Operating Expenses as set out in
this Agreement. Such repayment will be made as promptly as possible, but only to
the extent it does not cause the Operating Expenses for any year to exceed the
Expense Limitation. If this Agreement is terminated by the Fund, the Fund agrees
to repay to Hatteras in accordance with this Agreement any Excess Operating
Expenses not previously repaid and, subject to the 1940 Act, such repayment will
be made to Hatteras not later than thirty (30) days after the termination of
this Agreement and without regard to the Expense Limitation. If this Agreement
is terminated by Hatteras, the Fund agrees to repay to Hatteras in accordance
with this Agreement any Excess Operating Expenses not previously repaid and,
subject to the 1940 Act, such repayment will be made to Hatteras not later than
thirty (30) days after the termination of this Agreement, so long as the Fund is
able to effect such reimbursement and remain in compliance with the Expense
Limitation as if such Expense Limitation was still in effect.
4. This Agreement will be construed in accordance with the laws of the
state of Delaware and the applicable provisions of the 1940 Act. To the extent
the applicable law of
the State of Delaware, or any of the provisions in this Agreement, conflict with
the applicable provisions of the 1940 Act, the applicable provisions of the 1940
Act will control.
5. This Agreement constitutes the entire agreement between the parties
to this Agreement with respect to the matters described in this Agreement.
IN WITNESS WHEREOF, the parties to this Agreement have executed this
Agreement as of the date first written above.
HATTERAS MULTI-STRATEGY TEI
INSTITUTIONAL FUND, L.P.
By:
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Its:
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HATTERAS INVESTMENT PARTNERS LLC
By:
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Its:
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