0001144204-08-050693 Sample Contracts

HATTERAS MULTI-STRATEGY TEI INSTITUTIONAL FUND, L.P. Amended and Restated Agreement of Limited Partnership Dated as of _____________, 2008
Hatteras Multi-Strategy TEI Institutional Fund, L.P. • August 29th, 2008 • Delaware

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HATTERAS MULTI-STRATEGY TEI INSTITUTIONAL FUND, L.P. (the “Partnership”) dated as of _____________, 2008 by and among HATTERAS INVESTMENT MANAGEMENT LLC, as General Partner, David B. Perkins, as the Organizational Limited 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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EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • August 29th, 2008 • Hatteras Multi-Strategy TEI Institutional Fund, L.P. • Delaware

AMENDED AND RESTATED AGREEMENT made as of the 1st day of January, 200 7 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”):

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