MORGAN STANLEY INSTITUTIONAL FUND OF HEDGE FUNDS II LP Amended and Restated Agreement of Limited Partnership Dated as of June __, 2006Limited Partnership Agreement • June 6th, 2006 • Morgan Stanley Institutional Fund of Hedge Funds II LP • Delaware
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of MORGAN STANLEY INSTITUTIONAL FUND OF HEDGE FUNDS II LP (the “Partnership”) dated as of June __, 2006 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.
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • June 6th, 2006 • Morgan Stanley Institutional Fund of Hedge Funds II LP • New York
AGREEMENT made as of this 28th day of April, 2005 by and between Morgan Stanley Institutional Fund of Hedge Funds II LP, a Delaware limited partnership (the “Partnership”), and Morgan Stanley AIP GP LP, a Delaware limited partnership (the “Adviser”).
CUSTODIAN AGREEMENTCustodian Agreement • June 6th, 2006 • Morgan Stanley Institutional Fund of Hedge Funds II LP • Massachusetts
THIS AGREEMENT is made as of the 1st day of June, 2006 by and between (i) MORGAN STANLEY INSTITUTIONAL FUND OF HEDGE FUNDS II LP, a limited partnership organized under the laws of The State of Delaware, registered under the Investment Company Act of 1940, as amended (the “1940 Act”) with its principal place of business at One Tower Bridge, 100 Front Street, Suite 1100, West Conshohocken, Pennsylvania, U.S.A. (the “Fund”), and (ii) STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company with its principal place of business at 225 Franklin Street, Boston, Massachusetts 02110, U.S.A. (the “Custodian”).
Agreement of Limited Partnership of Morgan Stanley Institutional Fund of Hedge Funds II LPLimited Partnership Agreement • June 6th, 2006 • Morgan Stanley Institutional Fund of Hedge Funds II LP • Delaware
This Agreement of Limited Partnership of Morgan Stanley Institutional Fund of Hedge Funds II LP (this “Agreement”) is entered into by and between Morgan Stanley Alternative Investment Partners LP, as general partner (the “General Partner”), and Morgan Stanley AIP Funding Inc., as limited partner (the “Organizational Limited Partner”).
ESCROW AGREEMENTEscrow Agreement • June 6th, 2006 • Morgan Stanley Institutional Fund of Hedge Funds II LP • Massachusetts
This Escrow Agreement (the “Agreement”) is made as of [June 1], 2006 by and between MORGAN STANLEY INSTITUTIONAL FUND OF HEDGE FUNDS II, L.P., a limited partnership organized under the laws of The State of Delaware, with its principal place of business at One Tower Bridge, 100 Front Street, Suite 1100, West Conshohocken, PA 19428-2881, United States of America (the “Fund”) and STATE STREET BANK AND TRUST COMPANY, a trust company organized under the laws of The Commonwealth of Massachusetts, United States of America, with its principal place of business at 225 Franklin Street, Boston, Massachusetts 02110, United States of America (the “Escrow Agent”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • June 6th, 2006 • Morgan Stanley Institutional Fund of Hedge Funds II LP • Massachusetts
THIS AGREEMENT is made as of the 30th day of June, 2006, by and between Morgan Stanley Institutional Fund of Hedge Funds II LP (the “Partnership”), a Delaware limited partnership with its principal place of business at One Tower Bridge, 100 Front Street, Suite 1100, West Conshohocken, Pennsylvania, U.S.A., acting through its general partner, Morgan Stanley Alternative Investment Partners LP (the “General Partner”), a Delaware limited partnership with its principal place of business at One Tower Bridge, 100 Front Street, Suite 1100, West Conshohocken, Pennsylvania, U.S.A., and State Street Bank and Trust Company, a Massachusetts trust company with its principal place of business at One Lincoln Street, Boston, Massachusetts, U.S.A. (“State Street”).
