Administrative Services Agreement



         This Agreement is made as of the 30th day of June, 2002, by and between

Morgan Stanley Institutional Fund of Hedge Funds 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

225 Franklin Street, Boston, Massachusetts, U.S.A. ("State Street").



                                   Witnesseth:



Whereas, the Partnership is registered under the Investment Company Act of 1940

(the "1940 Act") as a closed-end, non-diversified, management investment

company; and



Whereas, the General Partner on behalf of the Partnership desires to retain

State Street to perform certain administrative, recordkeeping, and accounting

services for the Partnership and State Street is willing to perform such

services upon the terms and conditions hereinafter set forth.



Now Therefore, in consideration of the mutual covenants and agreements contained

herein, the parties hereto agree as follows:



Section 1.    Appointment as Administrator



         The General Partner on behalf of the Partnership hereby appoints State

Street to act as administrator, recordkeeper, and accounting agent for the

Partnership and State Street hereby accepts such appointment, in each case upon

the terms and conditions set forth below.



Section 2.    Delivery of Documents



         The Partnership shall promptly deliver to State Street certified copies

of all documents relating to the Partnership, including, but not limited to,

each of the following documents and all future amendments and supplements

thereto, if any:



         (a)  the Partnership's Limited Partnership Agreement;



         (b)  the Partnership's currently effective Registration Statement under

              the 1940 Act;



         (c)  a certificate  executed by the General  Partner  certifying to the

              individuals who are authorized on behalf of the Partnership to

              give instructions to



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                  State Street pursuant to this Agreement;



         (d)      a copy of the Partnership's Investment Advisory Agreement; and



         (e)      such other certificates, documents, opinions and information

                  as State Street may, in its reasonable discretion, deem

                  necessary or appropriate in connection with the performance of

                  its duties hereunder.



Section 3.        Representations and Warranties of State Street



         State Street represents and warrants to the Partnership that:



         (a)      it is a Massachusetts trust company, duly organized and

                  existing under the laws of The Commonwealth of Massachusetts;



         (b)      all requisite corporate proceedings have been taken to

                  authorize it to enter into and perform this Agreement; and



         (c)      its entrance into this Agreement shall not cause a material

                  breach or be in material conflict with any other agreement or

                  obligation of State Street or any law or regulation applicable

                  to it.



Section 4.        Representations and Warranties of the Partnership



         The Partnership represents and warrants to State Street that:



         (a)      it is a limited partnership, duly organized and existing in

                  good standing under the laws of the State of Delaware;



         (b)      it has the power and authority under applicable laws and its

                  Limited Partnership Agreement to enter into and perform this

                  Agreement;



         (c)      all requisite proceedings have been taken to authorize it to

                  enter into and perform this Agreement;



         (d)      its entrance into this Agreement shall not cause a material

                  breach or be in material conflict with any other agreement or

                  obligation of the Partnership or any law or regulation

                  applicable to it; and



         (e)      it is an investment company properly registered under the 1940

                  Act and its registration statement under the 1940 Act shall be

                  effective and remain effective during the term of this

                  Agreement.



Section 5.        General Administrative Services



         State Street shall provide the following general administrative

         services in



                                       2



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accordance with procedures as may be established by the Partnership and State

Street from time to time, and that are, in each case, subject to the control,

supervision and direction of the Partnership and to the review and comment by

the Partnership's auditors and legal counsel:

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