Alternative Investment Partners Absolute Return Fund II A ( THE "FUND")

ALTERNATIVE INVESTMENT PARTNERS ABSOLUTE RETURN FUND II A (THE “FUND”)

SUPPLEMENT

DATED OCTOBER 1, 2009

to the Prospectus Dated May 1, 2009 (the “Prospectus”)

Effective November 1, 2009, the minimum initial subscription amount has been changed from $100,000 to $50,000 and the minimum balance requirement has been changed from $75,000 to $50,000. In connection with such changes, the Prospectus is hereby supplemented as follows:

 

1. On the inside front cover of the Prospectus, the figure of “$100,000” in the second sentence of the paragraph titled “Eligible Investors” is hereby deleted and replaced with “$50,000.”

 

2. On page 9 of the Prospectus, the figure of “$100,000” at the end of the first sentence of the first paragraph adjacent to “Purchase of Shares” in the “Summary of Terms” section is hereby deleted and replaced with “$50,000.”

 

3. On page 17 of the Prospectus, the “Example” in the “Summary of Fees and Expenses” section is hereby deleted and replaced with the following:

“ EXAMPLE:

You would pay the following fees and expenses on a $1,000 investment, assuming a 5% annual return:

 

1 year††

 

3 years††

 

5 years††

 

10 years††

$70   $215   $370   $795

Actual expenses may be greater or lesser than those shown. Moreover, the rate of return of the Fund may be greater or less than the hypothetical 5% return used in the Example.

 
 

On an investment of $50,000 the Example would be as follows:

EXAMPLE:

You would pay the following fees and expenses on a $50,000 investment, assuming a 5% annual return:

 

1 year††

 

3 years††

 

5 years††

 

10 years††

$3,489   $10,770   $18,475   $39,761

 

4. On page 54 of the Prospectus, the figure of “$100,000” in the first sentence of the fourth paragraph in the “Purchase of Shares—Purchase Terms” section is hereby deleted and replaced with “$50,000.”

 

5. On page 54 of the Prospectus, the figure of “$75,000” at the end of the last sentence of the fourth paragraph in the “Purchase of Shares—Purchase Terms” section is hereby deleted and replaced with “$50,000.”

 

6. On page 57 of the Prospectus, the figure of “$75,000” in the first sentence of the ninth paragraph in the “Repurchases and Transfers of Shares—Repurchases of Shares” section is hereby deleted and replaced with “$50,000.”

 

7. On page 57 of the Prospectus, the figure of “$75,000” at the end of the first sentence of the second paragraph in the “Repurchases and Transfers of Shares—Transfers of Shares” section is hereby deleted and replaced with “$50,000.”

 

8. On page 62 of the Prospectus, the figure of “$100,000” at the end of the first sentence of the third paragraph in the “Plan of Distribution” section is hereby deleted and replaced with “$50,000.”

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.