Morgan Stanley Institutional Fund of Hedge Funds Lp Sample Contracts

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Morgan Stanley Institutional Fund of Hedge Funds Lp • April 11th, 2002 • Delaware
MORGAN STANLEY & CO. INCORPORATED 1585 Broadway New York, NY 10036
Agency Agreement • October 16th, 2002 • Morgan Stanley Institutional Fund of Hedge Funds Lp • Delaware
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 23rd, 2015 • Morgan Stanley Institutional Fund of Hedge Funds Lp • New York

AGREEMENT made as of the 5th day of December, 2012, by and between MORGAN STANLEY AIP GP LP, a limited partnership formed under the laws of the State of Delaware (hereinafter referred to as the “Adviser”), and MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED, a company incorporated under the laws of England (hereinafter referred to the “Local Manager”).

DEMAND DISCRETIONARY CREDIT AGREEMENT dated as of April 28, 2006 between MORGAN STANLEY INSTITUTIONAL FUND OF HEDGE FUNDS LP and STATE STREET BANK AND TRUST COMPANY
Demand Discretionary Credit Agreement • June 20th, 2008 • Morgan Stanley Institutional Fund of Hedge Funds Lp

DEMAND DISCRETIONARY CREDIT AGREEMENT, dated as of April 28, 2006, by and between MORGAN STANLEY INSTITUTIONAL FUND OF HEDGE FUNDS LP, a limited partnership organized under the laws of the State of Delaware and registered under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified management investment company (the “Borrower”), and STATE STREET BANK AND TRUST COMPANY (together with its successors and assigns, the “Bank”).

MORGAN STANLEY & CO. INCORPORATED 1585 Broadway New York, NY 10036
Agency Agreement • April 11th, 2002 • Morgan Stanley Institutional Fund of Hedge Funds Lp • Delaware
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 1st, 2004 • Morgan Stanley Institutional Fund of Hedge Funds Lp • New York

WHEREAS, the Partnership and the Adviser entered into an Investment Advisory Agreement dated as of June 30, 2002 (the “Initial Agreement”), and desire to amend and restate the Initial Agreement as hereinafter set forth.

MORGAN STANLEY INSTITUTIONAL FUND OF HEDGE FUNDS LP Amended and Restated Agreement of Limited Partnership Dated as of November 1, 2004
Morgan Stanley Institutional Fund of Hedge Funds Lp • November 1st, 2004 • Delaware

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of MORGAN STANLEY INSTITUTIONAL FUND OF HEDGE FUNDS LP (the “Partnership”) dated as of November 1, 2004 by and among Morgan Stanley Alternative Investment Partners LP, as General Partner, and those Persons who execute this Agreement and whose names are reflected on the books and records of the Partnership as Limited Partners.

AMENDMENT AGREEMENT NO. 2
Agreement • October 23rd, 2015 • Morgan Stanley Institutional Fund of Hedge Funds Lp

This AMENDMENT AGREEMENT NO. 2 (this “Amendment”) is made as of September 30, 2009 by and between MORGAN STANLEY INSTITUTIONAL FUND OF HEDGE FUNDS LP, a limited partnership organized under the laws of the State of Delaware and registered under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified management investment company (the “Borrower”), and STATE STREET BANK AND TRUST COMPANY (the “Bank”).

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MORGAN STANLEY INSTITUTIONAL FUND OF HEDGE FUNDS LP
Morgan Stanley Institutional Fund of Hedge Funds Lp • June 20th, 2008 • Delaware

AMENDMENT NO. 1 (this “Amendment No. 1”) to the Amended and Restated Agreement of Limited Partnership of Morgan Stanley Institutional Fund of Hedge Funds LP dated as of November 1, 2004 (as it may be amended, modified, or otherwise supplemented from time to time, the “Agreement”) is made as of this 20th day of February, 2007 on behalf of Morgan Stanley Institutional Fund of Hedge Funds LP, a limited partnership organized under the laws of the State of Delaware (the “Partnership”), by the Partnership’s Board of Directors (as defined in the Agreement), in accordance with the provisions of Section 8.1(a) of the Agreement.

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