0001193125-04-182893 Sample Contracts

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.

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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.

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