Alternative Investment Partners Absolute Return Fund Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • January 27th, 2006 • Alternative Investment Partners Absolute Return Fund • New York

AGREEMENT made this day of , 2005, between ALTERNATIVE INVESTMENT PARTNERS ABSOLUTE RETURN FUND, a Delaware statutory trust (the “Fund”), and [Morgan Stanley Distribution, Inc.] [Van Kampen Funds Inc.] (the “Distributor”).

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 28th, 2013 • Alternative Investment Partners Absolute Return Fund • 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”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 27th, 2006 • Alternative Investment Partners Absolute Return Fund • New York

AGREEMENT made as of this 28th day of April, 2005 by and between Alternative Investment Partners Absolute Return Fund, a Delaware statutory trust (the “Fund”), and Morgan Stanley AIP GP LP, a Delaware limited partnership (the “Adviser”).

ALTERNATIVE INVESTMENT PARTNERS ABSOLUTE RETURN FUND AGREEMENT AND DECLARATION OF TRUST Dated as of April 28, 2005
Agreement and Declaration of Trust • May 17th, 2005 • Alternative Investment Partners Absolute Return Fund • Delaware

AGREEMENT AND DECLARATION OF TRUST made as of the 28th day of April, 2005, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN EACH OF THE ENTITIES LISTED ON SCHEDULE A HERETO AND BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency and Service Agreement • January 27th, 2006 • Alternative Investment Partners Absolute Return Fund • Massachusetts

AGREEMENT made as of the 30th day of December, 2005, by and between each of the entities listed on Schedule A hereto and each being an entity of the type set forth on Schedule A and organized under the laws of the state of Delaware, each with a principal place of business at 100 Front Street, West Conshohocken, PA 19428-2881 and each of which is acting on its own behalf (each a “Fund” and collectively, the “Funds”), and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2 Heritage Drive, North Quincy, Massachusetts 02171 (the “Transfer Agent”).

CUSTODIAN AGREEMENT
Custodian Agreement • January 27th, 2006 • Alternative Investment Partners Absolute Return Fund • Massachusetts

THIS AGREEMENT is made as of the 30th day of December, 2005 by and between (i) Alternative Investment Partners Absolute Return Fund, a Delaware statutory trust formed under an Agreement and Declaration of Trust dated May 12, 2005 (the “Declaration of Trust”) registered under the Investment Company Act of 1940, as amended (the “1940 Act”) with its principal place of business at One Tower Bridge, 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”).

Contract
Note • April 27th, 2010 • Alternative Investment Partners Absolute Return Fund • New York

THIS NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS EITHER REGISTERED UNDER THE ACT AND APPLICABLE STATE LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE HOLDERS OF BENEFICIAL INTERESTS HEREIN AGREE FOR THE BENEFIT OF THE ISSUER THAT THE NOTE MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY IF ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE ACT TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE ACT (A “QUALIFIED INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE ACT.

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • January 27th, 2006 • Alternative Investment Partners Absolute Return Fund • Massachusetts

THIS AGREEMENT is made as of the 30th day of December, 2005, by and between Alternative Investment Partners Absolute Return Fund (the “Fund”), a Delaware statutory trust 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”).

MORGAN STANLEY DISTRIBUTION INC. SELECTED DEALER AGREEMENT
Selected Dealer Agreement • April 21st, 2006 • Alternative Investment Partners Absolute Return Fund • New York

Morgan Stanley Distribution Inc. (“Distributor”) serves as a principal underwriter for the Alternative Investment Partners Absolute Return Fund (the “Fund”), a closed-end registered investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), pursuant to a distribution agreement with the Fund. Distributor and Morgan Stanley DW Inc. (“Dealer”) hereby agree that Dealer will participate in the distribution of shares (“Shares”) of the Fund, subject to the terms of this Agreement (“Agreement”), dated as of , 2006.

DISTRIBUTION AGREEMENT AMENDMENT NO. 2
Distribution Agreement • April 29th, 2013 • Alternative Investment Partners Absolute Return Fund

This Distribution Agreement Amendment, dated as of April 1, 2013 (the “Amendment”), to the Distribution Agreement, dated as of April 28, 2006 (the “Agreement”), between Alternative Investment Partners Absolute Return Fund (the “Fund”) and Morgan Stanley Distribution, Inc. (the “Distributor”).

INVESTMENT ADVISORY AGREEMENT AMENDMENT
Investment Advisory Agreement • April 29th, 2015 • Alternative Investment Partners Absolute Return Fund

This Investment Advisory Agreement Amendment, dated as of May 1, 2015 (the “Amendment”), to the Investment Advisory Agreement, dated as of April 28, 2005 (the “Agreement”), between Alternative Investment Partners Absolute Return Fund (the “Fund”) and Morgan Stanley AIP GP LP (the “Adviser”).

NOTE PURCHASE AGREEMENT dated as of December 21, 2009 among ALTERNATIVE INVESTMENT PARTNERS ABSOLUTE RETURN FUND as Issuer CREDIT SUISSE INTERNATIONAL as Paying Agent, Collateral Agent and Purchaser
Note Purchase Agreement • April 27th, 2010 • Alternative Investment Partners Absolute Return Fund • New York

NOTE PURCHASE AGREEMENT dated as of December 21, 2009, among ALTERNATIVE INVESTMENT PARTNERS ABSOLUTE RETURN FUND, a Delaware statutory trust (the “Issuer”), CREDIT SUISSE INTERNATIONAL, as paying agent, as collateral agent and as initial purchaser of the Variable Funding Note (in such capacity, together with its successors and assigns, the “VFN Purchaser”) and the other Purchasers of the Notes from time to time (together with the VFN Purchaser, the “Purchasers”).

DISTRIBUTION AGREEMENT AMENDMENT
Distribution Agreement • April 27th, 2012 • Alternative Investment Partners Absolute Return Fund

This Distribution Agreement Amendment, dated as of September 16, 2011 (the “Amendment”), to the Distribution Agreement, dated as of April 28, 2006 (the “Agreement”), between Alternative Investment Partners Absolute Return Fund (the “Fund”) and Morgan Stanley Distribution, Inc. (the “Distributor”).

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