AMENDMENT NO. 2 TO CUSTODY AGREEMENT
AMENDMENT
NO. 2 TO CUSTODY AGREEMENT
This
Amendment No. 2 to the Custody Agreement, dated as of July 31, 2002, and as
amended by Amendment No. 1 thereto, dated as of June 16, 2003 (as so amended,
the “Custody Agreement”), between AIP Alternative Strategies Fund (“AIP”) and
Custodial Trust Company (“CTC”) is made as of this ___th day of April,
2006.
WHEREAS,
the parties have previously entered into the Custody Agreement, pursuant to
which AIP has been acting with respect to its portfolio, the Alpha Hedged
Strategies Fund (formerly Alpha Strategies I Fund);
WHEREAS,
AIP will also act with respect to an additional portfolio, the Beta Hedged
Strategies Fund;
WHEREAS,
the parties hereto desire to supplement Exhibit A of said Custody
Agreement.
NOW,
THEREFORE, in accordance with Section 17.5 of the Custody Agreement, the parties
hereto hereby agree as follows:
1. Amendment
to Exhibit A.
Exhibit
A is deleted in its entirety and replaced with new Exhibit A attached hereto.
Furthermore, said Exhibit A may be supplemented or revised at any time as agreed
by the parties hereto in writing.
2. Continuing
Effect of Loan Agreement.
Except
as expressly modified hereby the provisions of the Custody Agreement are and
shall remain in full force and effect.
3. GOVERNING
LAW.
This
Amendment No. 2 shall be governed by and construed in accordance with the laws
of the State of New York, without regard to the conflict of law principles
thereof.
(signature
page follows)
IN
WITNESS WHEREOF, the parties have set their hands and as of this ____th day
of
April 2006.
By: /s/Xxx
Xxxxxxxxxx
Name:
Xxx
Xxxxxxxxxx
Title:
President
CUSTODIAL
TRUST COMPANY
By: /s/Xxx
X.
Xxxxxxxxxxx
Name:
Xxx
X. Xxxxxxxxxxx
Title:
President
