UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

                     ANNUAL REPORT OF PROXY VOTING RECORD OF
                   REGISTERED MANAGEMENT INVESTMENT COMPANIES

                   Investment Company Act file number 811-21665
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                     Hatteras Multi-Strategy TEI Fund, L.P.
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               (Exact name of registrant as specified in charter)

                         8816 Six Forks Road, Suite 107
                                Raleigh, NC 27615
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               (Address of principal executive offices) (Zip code)


                              David B. Perkins, CEO
                        Hatteras Investment Partners, LLC
                         8816 Six Forks Road, Suite #107
                                Raleigh NC 27615
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                     (Name and address of agent for service)

        Registrant's telephone number, including area code: 919.846.2324
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                        Date of fiscal year end: March 31
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              Date of reporting period: July 1, 2004- June 30, 2005
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     Form  N-PX is to be used by a  registered  management  investment  company,
other than a small business  investment  company  registered on Form N-5 (ss.ss.
239.24 and 274.5 of this  chapter),  to file  reports with the  Commission,  not
later than August 31 of each year,  containing  the  registrant's  proxy  voting
record  for the most  recent  twelve-month  period  ended June 30,  pursuant  to
section 30 of the Investment  Company Act of 1940 and rule 30b1-4 thereunder (17
CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in
its regulatory, disclosure review, inspection, and policymaking roles.

     A  registrant  is required to disclose  the  information  specified by Form
N-PX, and the Commission will make this information  public. A registrant is not
required to respond to the  collection  of  information  contained  in Form N-PX
unless the Form  displays a  currently  valid  Office of  Management  and Budget
("OMB")  control number.  Please direct comments  concerning the accuracy of the
information  collection  burden  estimate and any  suggestions  for reducing the
burden to the Secretary,  Securities and Exchange Commission,  450 Fifth Street,
NW,  Washington,  DC  20549-0609.  The  OMB  has  reviewed  this  collection  of
information under the clearance requirements of 44 U.S.C. ss. 3507.



                               PROXY VOTING RECORD
                    FOR PERIOD JULY 1, 2004 TO JUNE 30, 2005

FOR INFORMATION ON PORTFOLIO SECURITY VOTING, PLEASE REFER TO THE FORM N-PX OF
HATTERAS MASTER FUND, L.P. CIK NO. 0001307689, FILE NO. 811-21666, AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 2005.



                                   SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Registrant       Hatteras Multi-Strategy TEI Fund, LP
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By (Signature and Title)* /s/  David B. Perkins
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                          David B. Perkins, CEO

Date             08/25/2005
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