0001193125-08-187520 Sample Contracts

CUSTODIAN AGREEMENT

Custodian Agreement • August 29th, 2008 • Alternative Investment Partners Absolute Return Fund II A • Massachusetts

• Contract Type
  Custodian Agreement
• Filed
  August 29th, 2008
• Company
  Alternative Investment Partners Absolute Return Fund II A
• Jurisdiction
  Massachusetts

THIS AGREEMENT is made as of the 14th day of July, 2008 by and between (i) ALTERNATIVE INVESTMENT PARTNERS ABSOLUTE RETURN FUND II A, a Delaware statutory trust formed under an Agreement and Declaration of Trust dated November 29, 2007 (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”).

DISTRIBUTION AGREEMENT

Distribution Agreement • August 29th, 2008 • Alternative Investment Partners Absolute Return Fund II A • New York

• Contract Type
  Distribution Agreement
• Filed
  August 29th, 2008
• Company
  Alternative Investment Partners Absolute Return Fund II A
• Jurisdiction
  New York

AGREEMENT made this day of , 2008, between ALTERNATIVE INVESTMENT PARTNERS ABSOLUTE RETURN FUND II A, a Delaware statutory trust (the “Fund”), and Morgan Stanley Distribution, Inc. (the “Distributor”).

ADMINISTRATIVE SERVICES AGREEMENT

Administrative Services Agreement • August 29th, 2008 • Alternative Investment Partners Absolute Return Fund II A • Massachusetts

• Contract Type
  Administrative Services Agreement
• Filed
  August 29th, 2008
• Company
  Alternative Investment Partners Absolute Return Fund II A
• Jurisdiction
  Massachusetts

THIS AGREEMENT is made as of the 14th day of July, 2008, by and between Alternative Investment Partners Absolute Return Fund II A (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”).

ALTERNATIVE INVESTMENT PARTNERS ABSOLUTE RETURN FUND A AGREEMENT AND DECLARATION OF TRUST Dated as of November 29, 2007

Agreement and Declaration of Trust • August 29th, 2008 • Alternative Investment Partners Absolute Return Fund II A • Delaware

• Contract Type
  Agreement and Declaration of Trust
• Filed
  August 29th, 2008
• Company
  Alternative Investment Partners Absolute Return Fund II A
• Jurisdiction
  Delaware

WHEREAS, this Trust is authorized to issue an unlimited number of its shares of beneficial interest all in accordance with the provisions hereinafter set forth;

AMENDMENT To Transfer Agency and Service Agreement Between Each of the Entities on Schedule A And Boston Financial Data Services, Inc.

Transfer Agency and Service Agreement • August 29th, 2008 • Alternative Investment Partners Absolute Return Fund II A

• Contract Type
  Transfer Agency and Service Agreement
• Filed
  August 29th, 2008
• Company
  Alternative Investment Partners Absolute Return Fund II A

This Amendment is made as of this 14th day of July 2008. In accordance with Section 15.1 (Amendment) of the Transfer Agency and Service Agreement between Each of the Entities listed on Schedule A and Boston Financial Data Services, Inc. dated as of December 30, 2005, as amended, (the “Agreement”) the parties desire to amend the Agreement as set forth herein.