0001144204-11-057882.txt : 20120615 0001144204-11-057882.hdr.sgml : 20120615 20111014154750 ACCESSION NUMBER: 0001144204-11-057882 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111014 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hatteras Multi-Strategy TEI Fund, L.P. CENTRAL INDEX KEY: 0001307688 IRS NUMBER: 201820062 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 8540 COLONNADE CENTER DRIVE, SUITE 401 CITY: RALEIGH STATE: NC ZIP: 27615 BUSINESS PHONE: (919) 846-2324 MAIL ADDRESS: STREET 1: 8540 COLONNADE CENTER DRIVE, SUITE 401 CITY: RALEIGH STATE: NC ZIP: 27615 FORMER COMPANY: FORMER CONFORMED NAME: Hatteras Multi-Strategy TEI Fund, L.P. DATE OF NAME CHANGE: 20050331 FORMER COMPANY: FORMER CONFORMED NAME: Hatteras Multi-Strategy Fund II, L.P. DATE OF NAME CHANGE: 20050105 FORMER COMPANY: FORMER CONFORMED NAME: Hatteras Multi-Strategy Fund, L.P. DATE OF NAME CHANGE: 20041102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hatteras Multi-Strategy Fund, L.P. CENTRAL INDEX KEY: 0001310192 IRS NUMBER: 201928970 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 8540 COLONNADE CENTER DRIVE, SUITE 401 CITY: RALEIGH STATE: NC ZIP: 27615 BUSINESS PHONE: (919) 846-2324 MAIL ADDRESS: STREET 1: 8540 COLONNADE CENTER DRIVE, SUITE 401 CITY: RALEIGH STATE: NC ZIP: 27615 FORMER COMPANY: FORMER CONFORMED NAME: Hatteras Multi-Strategy Fund, L.P. DATE OF NAME CHANGE: 20081106 FORMER COMPANY: FORMER CONFORMED NAME: Hatteras Multi-Strategy Fund I, L.P. DATE OF NAME CHANGE: 20041130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hatteras Multi-Strategy TEI Institutional Fund, L.P. CENTRAL INDEX KEY: 0001382142 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 8540 COLONNADE CENTER DRIVE, SUITE 401 CITY: RALEIGH STATE: NC ZIP: 27615 BUSINESS PHONE: 919.846.2324 MAIL ADDRESS: STREET 1: 8540 COLONNADE CENTER DRIVE, SUITE 401 CITY: RALEIGH STATE: NC ZIP: 27615 FORMER COMPANY: FORMER CONFORMED NAME: Hatteras Core Alternatives TEI DATE OF NAME CHANGE: 20120104 FORMER COMPANY: FORMER CONFORMED NAME: Hatteras Multi-Strategy TEI Institutional Fund, L.P. DATE OF NAME CHANGE: 20061127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hatteras Multi-Strategy Institutional Fund, L.P. CENTRAL INDEX KEY: 0001382143 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 8540 COLONNADE CENTER DRIVE, SUITE 401 CITY: RALEIGH STATE: NC ZIP: 27615 BUSINESS PHONE: 919.846.2324 MAIL ADDRESS: STREET 1: 8540 COLONNADE CENTER DRIVE, SUITE 401 CITY: RALEIGH STATE: NC ZIP: 27615 FORMER COMPANY: FORMER CONFORMED NAME: Hatteras Core Alternatives DATE OF NAME CHANGE: 20120104 FORMER COMPANY: FORMER CONFORMED NAME: Hatteras Multi-Strategy Institutional Fund, L.P. DATE OF NAME CHANGE: 20061127 CORRESP 1 filename1.htm Unassociated Document
Hatteras Multi-Strategy Fund, L.P.
Hatteras Multi-Strategy Institutional Fund, L.P.
Hatteras Multi-Strategy TEI Fund, L.P.
Hatteras Multi-Strategy TEI Institutional Fund, L.P.
8540 Colonnade Center Drive
Suite 401
Raleigh, NC  27615


October 14, 2011
 

VIA EDGAR TRANSMISSION

Securities and Exchange Commission
100  F Street, N.E.
Washington, D.C. 20549


 
Re:
Registration Statements of Hatteras Multi-Strategy Fund, L.P. (Registration Nos. 333-176623 and 811-21685; the “Multi-Strategy Fund”);
 
Hatteras Multi-Strategy Institutional Fund, L.P. (Registration Nos. 333-176639 and 811-21986; the “Multi-Strategy Institutional Fund”);
 
Hatteras Multi-Strategy TEI Fund, L.P. (Registration Nos. 333-176624 and 811-21665; the “TEI Fund”);
 
Hatteras Multi-Strategy TEI Institutional Fund, L.P. (Registration Nos. 333-176625 and 811-21985; the “TEI Institutional Fund”)
(each, a “Fund” and collectively, the “Funds”)                                                                           

Ladies and Gentlemen:

Each Fund has filed Pre-Effective Amendment No. 1 to its registration statement on Form N-2 as filed with the Securities and Exchange Commission (“SEC”) on September 1, 2011 (each a “Registration Statement”) in order to make a change to footnote #1 of the table titled “Calculation of Registration Fee Under the Securities Act of 1933” on the cover page, as requested by the Financial Industry Regulatory Authority (“FINRA”).  The change was requested by FINRA to further clarify that the Registrant is offseting its registration fee by registration fees previously paid by the Registrant for unused Limited Partnership Units pursuant to Rule 457(p) of the Securities Act of 1933.  Each Fund’s Pre-Effective Amendment No. 1 incorporates by reference Part A and Part B of the Fund’s Registration Statement.
 
 
 
 
 
October 14, 2011
Page 2
 
 
Each Fund represents that it has not submitted and does not expect to submit an exemptive application or no-action request in connection with its Registration Statement.  Each Fund acknowledges that it is responsible for the adequacy and the accuracy of the disclosure in its Registration Statement.  Each Fund further acknowledges that the comments of the staff of the SEC (“SEC Staff”) or changes to disclosure in response to SEC Staff comments in its Registration Statement reviewed by the SEC Staff do not foreclose the SEC from taking any action with respect to the Registration Statement.  Each Fund further acknowledges that it may not assert SEC Staff comments as a defense in any proceeding initiated by the SEC or any other person under the federal securities laws of the United States.
 
 
Very truly yours,
     
 
Hatteras Multi-Strategy Fund, L.P.
 
Hatteras Multi-Strategy Institutional Fund, L.P.
 
Hatteras Multi-Strategy TEI Fund, L.P.
 
Hatteras Multi-Strategy TEI Institutional Fund, L.P.
     
     
     
 
By:
/s/ J. Michael Fields                   
   
 J. Michael Fields
   
 Secretary