DISTRIBUTION AGREEMENTDistribution Agreement • June 18th, 2010 • Hatteras Multi-Strategy TEI Institutional Fund, L.P. • Delaware
This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, Hatteras Multi-Strategy TEI Institutional 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”.)
