EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
AMENDED
AND RESTATED AGREEMENT made as of the 1st
day of
November,
200 5
by and
between Hatteras Multi-Strategy TEI Fund, L.P., a Delaware limited partnership
(the “Fund”), and Hatteras Investment Partners LLC, a Delaware limited liability
corporation (“Hatteras”):
W
I T N E
S S E T H:
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
WHEREAS,
in consideration for investor services, the Fund pays Hatteras an investor
servicing fee at the annual rate of 0.85% of the net asset value of the limited
partnership interests beneficially owned by customers of Hatteras or any service
provider who has entered into a service provider agreement with Hatteras;
NOW,
THEREFORE, the parties to this Agreement agree as follows:
1. Hatteras
agrees to waive the investor servicing fee payable to it or to reimburse the
ordinary operating expenses of the Fund, as set out in the Fund’s Amended and
Restated Agreement of Limited Partnership dated March 31, 2005, (excluding
taxes, interest, brokerage commissions, other transaction-related
expenses ,
any
extraordinary expenses of the Fund, any Acquired Fund Fees and Expenses (as
defined in SEC Form N-2), as well as any performance allocation payable by
the
Fund or Hatteras Master Fund, L.P.) (“Operating Expenses”) that exceed 2.35% 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 [_____],
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.
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By: _______________________
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Its:
_______________________
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HATTERAS
INVESTMENT PARTNERS LLC
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By: _______________________
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Its:
_______________________
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