UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-10593

MORGAN STANLEY INSTITUTIONAL

FUND OF HEDGE FUNDS LP

(Exact name of registrant as specified in charter)

100 Front Street, Suite 400

West Conshohocken, PA 19428

(Address of principal executive offices) (Zip Code)

Stefanie V. Change Yu, Esq.

Morgan Stanley Investment Management Inc.

522 Fifth Avenue

New York, NY 10036

(Name and address of agent for service)

Registrant’s telephone number, including area code: 610-260-7600

Date of fiscal year end: December 31

Date of reporting period: June 30, 2011

Item 1. Proxy Voting Record.

The registrant was entitled to vote at seven shareholder’s meetings held during the period covered by this report:

(a) The name of the issuer of the portfolio security: GSA Capital International Partners, LP

(b) The exchange ticker symbol of the portfolio security: Not applicable.

(c) The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security: Not applicable.

(d) The shareholder meeting date: 23 August 2010

(e) A brief description of the matter voted on: Amendments to fund documents to permit the fund’s general partner, upon a mandatory withdrawal of limited partners holding interests of an older class of the fund’s interests, to allocate an appropriate amount of the withdrawal proceeds in respect of such withdrawals to another class of interests which relates to the respective proportions of certain Lehman Brothers-related claims attributable to such partners.

(f) Whether the matter was proposed by the issuer or by a security holder: The matter was proposed by the issuer.

(g) Whether the registrant cast its vote on the matter. A vote was cast.

(h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors): Registrant voted for the proposal.

(i) Whether the registrant cast its vote for or against management: Registrant cast its vote for management.

(a) The name of the issuer of the portfolio security: Avenue Asia Investments, L.P.

(b) The exchange ticker symbol of the portfolio security: Not applicable.

(c) The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security: Not applicable.

(d) The shareholder meeting date: 15 February 2011

(e) A brief description of the matter voted on: Amendment to the Partnership Agreement to extend the partnership an additional year to wind up the sale of the assets of the partnership.

(f) Whether the matter was proposed by the issuer or by a security holder: The matter was proposed by the issuer.

(g) Whether the registrant cast its vote on the matter. A vote was cast.

(h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors): Registrant voted for the proposal.

(i) Whether the registrant cast its vote for or against management: Registrant cast its vote for management.

(a) The name of the issuer of the portfolio security: Lansdowne UK Equity Fund LP

(b) The exchange ticker symbol of the portfolio security: Not applicable.

(c) The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security: Not applicable.

(d) The shareholder meeting date: 28 March 2011

(e) A brief description of the matter voted on: Amendments to the fund’s Limited Partnership Agreement relating to a change in administrator, clarification of terms relating to the incentive fee, authorization of the general partner to close the fund to new investments if it so determines, and allowing for electronic delivery of notices.

(f) Whether the matter was proposed by the issuer or by a security holder: The matter was proposed by the issuer.

(g) Whether the registrant cast its vote on the matter. A vote was cast.

(h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors): Registrant voted for the proposal.

(i) Whether the registrant cast its vote for or against management: Registrant cast its vote for management.

(a) The name of the issuer of the portfolio security: D.E. Shaw Oculus Fund, LLC

(b) The exchange ticker symbol of the portfolio security: Not applicable.

(c) The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security: Not applicable.

(d) The shareholder meeting date: 28 April 2011

(e) A brief description of the matter voted on: Amendments that would change terms of the Fund regarding fees and liquidity terms and liquidity election as well.

(f) Whether the matter was proposed by the issuer or by a security holder: The matter was proposed by the issuer.

(g) Whether the registrant cast its vote on the matter. A vote was cast.

(h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors): Registrant voted for the proposal.

(i) Whether the registrant cast its vote for or against management: Registrant cast its vote for management.

(b) The name of the issuer of the portfolio security: D.E. Shaw Composite Fund LLC

(j) The exchange ticker symbol of the portfolio security: Not applicable.

(k) The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security: Not applicable.

(l) The shareholder meeting date: 28 April 2011

(m) A brief description of the matter voted on: Amendments that would change terms of the Fund regarding fees and liquidity terms and liquidity election as well.

(n) Whether the matter was proposed by the issuer or by a security holder: The matter was proposed by the issuer.

(o) Whether the registrant cast its vote on the matter. A vote was cast.

(p) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors): Registrant voted for the proposal.

(q) Whether the registrant cast its vote for or against management: Registrant cast its vote for management.

(a) The name of the issuer of the portfolio security: Polygon Recovery Fund LP

(b) The exchange ticker symbol of the portfolio security: Not applicable.

(c) The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security: Not applicable.

(d) The shareholder meeting date: 28 April 2011

(e) A brief description of the matter voted on: Amendments to Limited Partnership Agreement to purchase additional assets.

(f) Whether the matter was proposed by the issuer or by a security holder: The matter was proposed by the issuer.

(g) Whether the registrant cast its vote on the matter. A vote was cast.

(h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors): Registrant voted for the proposal.

(i) Whether the registrant cast its vote for or against management: Registrant cast its vote for management.

(a) The name of the issuer of the portfolio security: Polygon Recovery Fund LP

(b) The exchange ticker symbol of the portfolio security: Not applicable.

(c) The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security: Not applicable.

(d) The shareholder meeting date: 30 June 2011

(e) A brief description of the matter voted on: Amendments to Limited Partnership Agreement to allow them to employ limited hedging strategies for large-macro driven risks.

(f) Whether the matter was proposed by the issuer or by a security holder: The matter was proposed by the issuer.

(g) Whether the registrant cast its vote on the matter. A vote was cast.

(h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors): Registrant voted for the proposal.

(i) Whether the registrant cast its vote for or against management: Registrant cast its vote for management.

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

MORGAN STANLEY INSTITUTIONAL FUND OF HEDGE FUNDS LP
By:	/s/    Jacques Chappuis
	Name: Jacques Chappuis
	Title:   Principal Executive Officer

Date:  August 29, 2011