ContractNote • April 27th, 2010 • Alternative Investment Partners Absolute Return Fund • New York
THIS NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS EITHER REGISTERED UNDER THE ACT AND APPLICABLE STATE LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE HOLDERS OF BENEFICIAL INTERESTS HEREIN AGREE FOR THE BENEFIT OF THE ISSUER THAT THE NOTE MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY IF ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE ACT TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE ACT (A “QUALIFIED INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE ACT.
NOTE PURCHASE AGREEMENT dated as of December 21, 2009 among ALTERNATIVE INVESTMENT PARTNERS ABSOLUTE RETURN FUND as Issuer CREDIT SUISSE INTERNATIONAL as Paying Agent, Collateral Agent and PurchaserNote Purchase Agreement • April 27th, 2010 • Alternative Investment Partners Absolute Return Fund • New York
NOTE PURCHASE AGREEMENT dated as of December 21, 2009, among ALTERNATIVE INVESTMENT PARTNERS ABSOLUTE RETURN FUND, a Delaware statutory trust (the “Issuer”), CREDIT SUISSE INTERNATIONAL, as paying agent, as collateral agent and as initial purchaser of the Variable Funding Note (in such capacity, together with its successors and assigns, the “VFN Purchaser”) and the other Purchasers of the Notes from time to time (together with the VFN Purchaser, the “Purchasers”).
