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Title: |
Administrative Services Agreement |
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Date: |
2006 |
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Preview shows 15KB of 43KB total |
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Price: |
$38 |
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ID: |
#2698048 |
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ADMINISTRATIVE SERVICES AGREEMENT
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).
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;
WHEREAS, the General Partner is authorized to carry out any and all objects and purposes of the Partnership, and to enter into and perform all contracts which it may deem necessary or advisable or incidental thereto; 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 Partnerships Limited Partnership Agreement; |
| (b) | the Partnerships current registration statement under the 1940 Act; |
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| (c) | a certificate executed by the General Partner certifying to the individuals who are authorized on behalf of the Partnership to give instructions to State Street pursuant to this Agreement; |
| (d) | a copy of the Partnerships 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; |
| (e) | it is an investment company properly registered under the 1940 Act; |
| (f) | the Partnership is relying on one or more applicable exemptions from the registration of the Partnerships securities under the 1933 Act, and will continue to do so throughout the term of this Agreement; and |
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| (g) | all necessary filings under the securities laws of the states in which the Partnership offers or sells interests have been made, or the Partnership is otherwise relying on an exemption from such filings and will continue to do so throughout the term of this Agreement. |
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