0000950123-11-062887 Sample Contracts

HATTERAS MULTI-STRATEGY TEI FUND, L.P. Amended and Restated Agreement of Limited Partnership Dated as of December 3, 2010
Hatteras Multi-Strategy TEI Fund, L.P. • June 29th, 2011 • Delaware

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HATTERAS MULTI-STRATEGY TEI FUND, L.P. (the “Partnership”) dated as of December 3, 2010 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.

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JOINT LIABILITY INSURANCE AGREEMENT
Joint Liability Insurance Agreement • June 29th, 2011 • Hatteras Multi-Strategy TEI Fund, L.P. • Delaware

AGREEMENT dated as of the 24th day of May, 2011 among Hatteras Investment Partners, LLC, Hatteras Investment Management, LLC, Hatteras Capital Investment Management, LLC, Hatteras Capital Investment Partners, LLC, Hatteras Capital Distributors, LLC, Hatteras Multi-Strategy Offshore Fund, Ltd., Hatteras Multi-Strategy 3c1 Fund, L.P., Hatteras GPEP Fund, L.P., Hatteras Late Stage VC Fund I (collectively, the “Hatteras Entities”), and each of the funds listed in Schedule A (the “Registered Funds,” and together with the Hatteras Entities, the “Parties”).

JOINT INSURED AGREEMENT
Joint Insured Agreement • June 29th, 2011 • Hatteras Multi-Strategy TEI Fund, L.P.

This Amended and Restated Joint Insured Agreement made as of May 24, 2011 by and among Hatteras Investment Partners LLC, Hatteras Investment Management, LLC, Hatteras Capital Investment Management, LLC, Hatteras Capital Investment Partners, LLC (the “Corporate Entities”) and the investment companies listed on Schedule A hereto (the “Funds”) (each Corporate Entity and each Fund, an “Assured” and collectively, the “Assureds”), which are described in part (b) of Rule 17g-l of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, (“Rule 17g-l”);

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