CUSTODIAN AGREEMENTCustodian Agreement • August 29th, 2008 • Alternative Investment Partners Absolute Return Fund II P • Massachusetts
THIS AGREEMENT is made as of the 14th day of July, 2008 by and between (i) ALTERNATIVE INVESTMENT PARTNERS ABSOLUTE RETURN FUND II P, 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 AGREEMENTDistribution Agreement • August 29th, 2008 • Alternative Investment Partners Absolute Return Fund II P • New York
AGREEMENT made this day of , 2008, between ALTERNATIVE INVESTMENT PARTNERS ABSOLUTE RETURN FUND II P, a Delaware statutory trust (the “Fund”), and Morgan Stanley Distribution, Inc. (the “Distributor”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • August 29th, 2008 • Alternative Investment Partners Absolute Return Fund II P • Massachusetts
THIS AGREEMENT is made as of the 14th day of July, 2008, by and between Alternative Investment Partners Absolute Return Fund II P (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 P AGREEMENT AND DECLARATION OF TRUST Dated as of November 29, 2007Agreement and Declaration of Trust • August 29th, 2008 • Alternative Investment Partners Absolute Return Fund II P • 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;
MORGAN STANLEY DISTRIBUTION INC. SELECTED DEALER AGREEMENTSelected Dealer Agreement • August 29th, 2008 • Alternative Investment Partners Absolute Return Fund II P • New York
Morgan Stanley Distribution Inc. (“Distributor”) serves as a principal underwriter for the Alternative Investment Partners Absolute Return Fund II P (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 & Co. Incorporated] (“Dealer”) hereby agree that Dealer will participate in the distribution of shares of the Fund (“Shares”), subject to the terms of this Agreement (“Agreement”), dated as of the day of , 20 .
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 P
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.
