HATTERAS MULTI-STRATEGY TEI FUND, L.P. Amended and Restated Agreement of Limited Partnership Dated as of ________, 2008Limited Partnership Agreement • August 29th, 2008 • 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 _________, 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.
FORM OF DISTRIBUTION AGREEMENTDistribution Agreement • August 29th, 2008 • Hatteras Multi-Strategy TEI Fund, L.P. • Delaware
This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, ___________________________ (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”.)
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENTExpense Limitation and Reimbursement Agreement • August 29th, 2008 • Hatteras Multi-Strategy TEI Fund, L.P. • Delaware
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”):
