0001193125-15-351945 Sample Contracts

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”).

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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”).

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