EXHIBIT E

    FORMS OF LETTERS FROM THE FUND TO PARTNERS IN CONNECTION WITH ACCEPTANCE
                              OF OFFERS OF TENDER

                                                               [______ __, 200_]

Dear Partner:

     Hatteras Multi-Strategy TEI Institutional Fund, L.P. (the "Fund") has
received and accepted for purchase your tender of all or a part of your limited
partnership interest in the Fund (your "Interest").

     Because you have tendered and the Fund has purchased all or a part of your
Interest, you have been issued a note (the "Note") entitling you to receive an
initial payment in an amount equal to at least 95% (100% if you tendered less
than your entire Interest) of the value of the purchased Interest based on the
unaudited net asset value of the Fund as of December 31, 2008, in accordance
with the terms of the tender offer. A cash payment in this amount will be wire
transferred to the account designated by you in your Letter of Transmittal no
later than March 31, 2009, unless the repurchase date of the interests in the
Fund has changed; provided that, if you tendered only a portion of your
Interest, and the remaining portion of your Interest would be less than the
required minimum account balance of $100,000, the Fund's General Partner
reserves the right to reduce the amount to be repurchased from you so that the
required minimum account balance is maintained or to repurchase the remainder of
your Interest, in accordance with the terms of the tender offer. The Note will
be held by UMB Fund Services, Inc. on your behalf. Upon a written request by you
to UMBFS, UMBFS will mail the Note to you at the address for you as maintained
in the books and records of the Fund.

     If you tendered your entire Interest, the terms of the Note provide that a
post-audit payment representing the balance of the purchase amount, if any, will
be paid to you promptly after the completion of the Fund's next annual audit
according to the terms of the tender offer. We expect that the annual audit of
the Fund's financial statements will be completed by the end of May 2009.

     If you are tendering only a portion of your Interest, you remain a Partner
of the Fund with respect to the portion of your Interest that you did not
tender.

     Should you have any questions, please feel free to contact the Tender Offer
Administrator at UMB Fund Services, Inc. at (800) 504-9070.

Sincerely,


Hatteras Multi-Strategy TEI Institutional Fund, L.P.



                                                               [______ __, 200_]

Dear Partner:

     Enclosed is a statement showing the breakdown of your capital withdrawal
resulting from our purchase of your interest in Hatteras Multi-Strategy TEI
Institutional Fund, L.P. (the "Fund").

     Because you have tendered and the Fund has purchased all or a part of your
interest in the Fund, you have been paid an amount equal to at least 95% (100%
if you tendered less than your entire Interest) of the value of the purchased
interest in the Fund based on the unaudited net asset value of the Fund as of
December 31, 2008, in accordance with the terms of the tender offer. A cash
payment in this amount has been wire transferred to the account designated by
you in your Letter of Transmittal.

     The balance of the purchase amount, if any, will be paid to you promptly
after the completion of the Fund's next annual audit according to the terms of
the tender offer. We expect that the annual audit of the Fund's financial
statements will be completed by the end of May 2009.

     Should you have any questions, please feel free to contact the Tender Offer
Administrator at UMB Fund Services, Inc. at (800) 504-9070.

Sincerely,


Hatteras Multi-Strategy TEI Institutional Fund, L.P.

Enclosure


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