Alternative Investment Partners Absolute Return Fund STS Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • July 13th, 2006 • Alternative Investment Partners Absolute Return Fund STS • New York

AGREEMENT made this 6th day of February, 2006, between ALTERNATIVE INVESTMENT PARTNERS ABSOLUTE RETURN FUND STS, a Delaware statutory trust (the “Fund”), and Morgan Stanley Distribution, Inc. (the “Distributor”).

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MORGAN STANLEY DISTRIBUTION INC. SELECTED DEALER AGREEMENT
Selected Dealer Agreement • July 13th, 2006 • Alternative Investment Partners Absolute Return Fund STS • New York

Morgan Stanley Distribution Inc. (“Distributor”) serves as a principal underwriter for the Alternative Investment Partners Absolute Return Fund STS (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 (“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.

ALTERNATIVE INVESTMENT PARTNERS ABSOLUTE RETURN FUND STS AGREEMENT AND DECLARATION OF TRUST Dated as of October 27, 2005
Agreement and Declaration of Trust • November 8th, 2005 • Alternative Investment Partners Absolute Return Fund STS • Delaware

AGREEMENT AND DECLARATION OF TRUST made as of the ____day of October, 2005, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

CUSTODIAN AGREEMENT
Custodian Agreement • June 29th, 2006 • Alternative Investment Partners Absolute Return Fund STS • Massachusetts

THIS AGREEMENT is made as of the 12th day of May, 2006 by and between (i) Alternative Investment Partners Absolute Return Fund STS, a Delaware statutory trust formed under an Agreement and Declaration of Trust dated October 27, 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, 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”).

EXPENSE ASSUMPTION AGREEMENT
Expense Assumption Agreement • April 29th, 2008 • Alternative Investment Partners Absolute Return Fund STS

EXPENSE ASSUMPTION AGREEMENT (the “Agreement”), dated as of September 1, 2006 by and between Morgan Stanley AIP GP LP, a Delaware limited partnership (the “Adviser”), and AIP Absolute Return Fund LDC, a Cayman limited duration company (the “Fund”).

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

This Distribution Agreement Amendment, dated as of September 16, 2011 (the “Amendment”), to the Distribution Agreement dated as of May 22, 2006 (the “Agreement”), between Alternative Investment Partners Absolute Return Fund STS (the “Fund”) and Morgan Stanley Distribution, Inc. (the “Distributor”).

DISTRIBUTION AGREEMENT AMENDMENT
Distribution Agreement • April 29th, 2013 • Alternative Investment Partners Absolute Return Fund STS

This Distribution Agreement Amendment, dated as of April 1, 2013 (the “Amendment”), to the Distribution Agreement dated as of May 22, 2006 (the “Agreement”), between Alternative Investment Partners Absolute Return Fund STS (the “Fund”) and Morgan Stanley Distribution, Inc. (the “Distributor”).

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