EXPENSE REIMBURSEMENT AGREEMENT

Exhibit (k)(3)

EXECUTION COPY

EXPENSE REIMBURSEMENT AGREEMENT

EXPENSE REIMBURSEMENT AGREEMENT (the “Agreement”), dated as of July 1, 2008 by and between Xxxxxx Xxxxxxx AIP GP LP, a Delaware limited partnership (the “Adviser”) and Alternative Investment Partners Absolute Return Fund II A, a Delaware statutory trust (the “Fund”).

WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end management company;

WHEREAS, the Fund and the Adviser have entered into an Investment Advisory Agreement dated July 1, 2008 (the “Advisory Agreement”), pursuant to which the Adviser provides investment management and advisory services to the Fund for compensation based on the value of the net assets of the Fund; and

WHEREAS, the Fund and the Adviser have determined that it is appropriate and in the best interests of the Fund and its shareholders to maintain the expenses of the Fund at a level below the level to which the Fund may otherwise be subject;

NOW THEREFORE, the parties hereto agree as follows:

1. EXPENSE LIMITATION.

1.1 Applicable Expense Limit. To the extent that the ordinary operating expenses incurred by the Fund in any calendar month, including but not limited to management fees (but excluding extraordinary expenses, i.e., expenses incurred by the Fund outside of the ordinary course of its business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceedings, indemnification expenses and expenses in connection with holding and/or soliciting proxies for a meeting of shareholders) and certain investment related expenses (such as foreign country tax expense and interest expense on amounts borrowed by the Fund) (“Fund Operating Expenses”), exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser to the extent set forth in this Agreement.

1.2 Operating Expense Limit. The Operating Expense Limit in any calendar month with respect to the Fund shall be an amount equal to 0.14584% (1.75% on an annualized basis) multiplied by the Fund’s net assets as of the end of such calendar month.

1.3 Duration of Operating Expense Limit. The Operating Expense Limit with respect to the Fund shall remain in effect during the term of this Agreement.

1.4 Method of Computation. On the last business day of each calendar month, if the Fund Operating Expenses of the Fund for such month exceed the Operating Expense Limit of the Fund for such month, the Adviser shall waive or reduce its management fee or absorb the other Fund expenses in an amount sufficient to pay such month’s Excess Amount. The Fund may

offset amounts owed to the Fund pursuant to this Agreement against the management fee payable to the Adviser. Furthermore, to the extent that the Excess Amount exceeds such waived or reduced management fees, the Adviser shall reimburse the Fund for any operating expenses.

2. TERM AND TERMINATION OF AGREEMENT.

This Agreement shall terminate upon the termination of the Advisory Agreement. The obligation of the Adviser under Section 1 of this Agreement shall survive the termination of the Agreement solely as to expenses and obligations incurred prior to the date of such termination.

3. MISCELLANEOUS.

3.1 Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

3.2 Interpretation. Nothing herein contained shall be deemed to require the Fund to take any action contrary to the Fund’s Agreement and Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Fund’s Board of Trustees of its responsibility for and control of the conduct of the affairs of the Fund.

3.3 Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the management fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the 1940 Act.

3.4 Amendments. This Agreement may be amended only by a written agreement signed by each of the parties hereto.

3.5 Limitation of Liability. This Agreement is executed by or on behalf of the Fund, and the Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Agreement and Declaration of Trust of the Fund and agrees that the obligations assumed by the Fund pursuant to this Agreement shall be limited in all cases to the Fund and its assets, and the Adviser shall not seek satisfaction of any such obligations from the Trustees, officers or shareholders of the Fund.

2

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized and their respective corporate seals to be hereunto affixed, as of the day and year first above written.

ALTERNATIVE INVESTMENT PARTNERS ABSOLUTE RETURN FUND II A
By:		/s/ Xxxxxxx X. Jama
Name:		Xxxxxxx X. Jama
Title:		Vice President
XXXXXX XXXXXXX AIP GP LP
By:		XXXXXX XXXXXXX ALTERNATIVE INVESTMENTS INC., its general partner
By:		/s/ Xxxxxxx X. Jama
Name:		Xxxxxxx X. Jama
Title:		President and Managing Director

3