0001193125-06-145846 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.

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