0001193125-06-085797 Sample Contracts

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.

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