HATTERAS MULTI-STRATEGY TEI FUND, L.P. Amended and Restated Agreement of Limited Partnership Dated as of July 1, 2008Limited Partnership Agreement • June 24th, 2009 • Hatteras Multi-Strategy TEI Fund, L.P. • Delaware
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HATTERAS MULTI-STRATEGY TEI FUND, L.P. (the “Partnership”) dated as of July 1, 2008 by and among HATTERAS INVESTMENT MANAGEMENT LLC, 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 AGREEMENTDistribution Agreement • June 24th, 2009 • Hatteras Multi-Strategy TEI Fund, L.P. • Delaware
This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, Hatteras Multi-Strategy TEI Fund, LP (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”.)
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • June 24th, 2009 • Hatteras Multi-Strategy TEI 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”)
JOINT INSURED AGREEMENTJoint Insured Agreement • June 24th, 2009 • Hatteras Multi-Strategy TEI Fund, L.P.
Agreement made as of June 18, 2009 (except as otherwise indicated below) by and among the investment companies listed on Schedule A hereto (each, 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”);
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENTExpense Limitation and Reimbursement Agreement • June 24th, 2009 • Hatteras Multi-Strategy TEI Fund, L.P. • Delaware
AGREEMENT made as of the 1st day of November, 2005 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”), and restated as of July 1, 2008:
