HATTERAS ALTERNATIVE MUTUAL FUNDS, LLC AND AIP ALTERNATIVE STRATEGIES FUNDS THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT

HATTERAS ALTERNATIVE MUTUAL FUNDS, LLC AND

AIP ALTERNATIVE STRATEGIES FUNDS

THIRD AMENDMENT TO THE

TRANSFER AGENT SERVICING AGREEMENT

THIS THIRD AMENDMENT dated as of this 1st day of January, 2010 to the Transfer Agent Servicing Agreement, dated as of September 6, 2002, as amended April 28, 2006 and November 1, 2009 (the “Agreement”), is entered into by and among HATTERAS ALTERNATIVE MUTUAL FUNDS, LLC, a Delaware limited liability company (the “Adviser”), AIP ALTERNATIVE STRATEGIES FUNDS, a Delaware business trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the Adviser, the Trust and USBFS desire to amend the Agreement; and

WHEREAS, Section 6 of the Agreement allows for its amendment by a written instrument executed by all parties.

NOW THEREFORE, the parties agree as follows:

Appendix I to Exhibit E is hereby superseded and replaced with Appendix I to Exhibit E attached hereto.

Except to the extent amended, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

HATTERAS  ALTERNATIVE  MUTUAL FUNDS, LLC	U.S. BANCORP FUND SERVICES, LLC
By: /s/ J. Xxxxxxx Xxxxxx	By: /s/ Xxxxxxx X. XxXxx
Printed Name: J. Xxxxxxx Xxxxxx	Printed Name: Xxxxxxx X. XxXxx
Title:  COO	Title: Executive Vice President
AIP ALTERNATIVE STRATEGIES FUNDS
By: /s/ J. Xxxxxxx Xxxxxx
Printed Name: J. Xxxxxxx Xxxxxx
Title:  Secretary

MARS fees - 1/2010

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Appendix I to Exhibit E - Fee Schedule Hatteras Alternative Mutual Fund, LLC and AIP Alternative Strategies Funds - at January 1, 2010

MARS Product Initiation Worksheet

System Implementation Cost (invoiced
monthly over a 12 mo. Period)	$[     ]
Includes TA 2000 Data and Standard Data Interfaces*
*Additional NSCC transaction charges or other potential Intermediary charges not included
Yearly Server Maintenance	$[     ]
MARS Training (per day as needed)	$[     ]
Software or Report Customization (if needed)	$[     ]

Service Level	Monthly
MARS System Monthly Base Fee	$[   ]
Enhanced Support Services (optional) Includes All Basic Support Components: File Import Assistance Data Scrubbing – Cleaning of Firm, Branch and Rep Info Database Query Requests Compliance Report Monitoring/Review/Analysis Compliance Workflow Assistance Business Requirements Analysis	$[   ] - $[   ] YES
Are Enhanced Support Services Needed?  (yes or no)	$[    ]

Site License Modules	Data Quality Tool	Discovery - RIA	Handheld Server	Document Management	Multiple Windows	Profiling	Portal Feeds Compliance	Portal Feeds Sales
Site License Fees      (Enter 1 or 0)	Monthly $[     ]	Monthly $[     ]	One-Time Setup $[     ]	Monthly $[     ]	Monthly $[     ]	Monthly $[     ]	Monthly $[     ]	Monthly $[     ]
	$[     ]	$[     ]	$[     ]	$[     ]	$[     ]	$[     ]	$[     ]	$[     ]
Total Fees	$[     ]	$[     ]	$[     ]	$[     ]	$[     ]	$[     ]	$[     ]	$[     ]

User License Modules	Sales Asset Reporting	CRM	Compliance	Channel / Territory (1)	Customer / Account (2)	Omnibus Reconciliation	Supermarket Reporting	MapPoint Integration	Handheld	Discovery User
User License fees      (Enter 1 or 0)	Monthly $[     ]	Monthly $[     ]	Monthly $[     ]	Monthly $[     ]	Monthly $[     ]	Monthly $[     ]	Monthly $[     ]	Monthly $[     ]	Monthly $[     ]	Monthly $[     ]
Sales User
Compliance User
Total Users Total Fees	[  ] $[     ]	[  ] $[     ]	[  ] $[     ]	[  ] $[     ]	[  ] $[     ]	[  ] $[     ]	[  ] $[     ]	[  ] $[     ]	[  ] $[     ]	[  ] $[     ]

MARS fees - 1/2010

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Module Descriptions

MARS Sales and Asset Reporting Module:  Firm/Branch/Rep Profiles, Sales & Asset Reports with Sales Views, Data Cleaning Functionality, Query Analytics, Executive Information Summary, Executive Trend Reporting

MARS Core CRM Module:  Firm/Branch/Rep Profiles, Activity Management, Calendar, Tickler, Channel & Territory Manager, Security & Administration, Rep Import

MARS 22c-2 Compliance Module:  22c-2 Rules Definition, Workflow Process Management, Data Request Manager, Customer/Account Module

Channel/Territory Module:  Define territories by geographic areas down to the zip code level, with the ability to incorporate various exceptions, to analyze your sales and marketing activities over multiple product lines and channels.  Channel/Territory Module is included in the MARS Core CRM Module.

Customer Account Module:  View shareholder registration and assets/activity at the account level.  Customer/Account is included in the MARS Compliance Module

Omnibus Reconciliation Manager:  If you are bringing in sub-account data from third-party intermediaries that trade through an omnibus account, this module will allow you to reconcile the differences between the direct intermediary business through the omnibus account versus the sub-account data that the intermediary provides

Supermarket Platform Reporting Module:  Allows you to easily see the sales activity of a Firm trading though multiple intermediaries if sub-account data is being brought into the system

Mapping Integration Module:  Visually plot the locations of Firms/Branches/Reps based on queries or reports generated for sales and marketing purposes (Microsoft MapPoint software required)

Handheld Module:  Connect to MARS via your own mobile handheld devices (Blackberry, Windows Mobile and Palm devices currently supported)

Data Quality Module:  Provides enhanced data scrubbing functionality to clean up your database for higher quality reporting and analytics

Discovery RIA Integration:  By integrating the Discovery RIA database into MARS, you can compare over 25,000 RIAs in the investment industry with your own penetration into the market to create effective and targeted marketing campaigns to your most likely prospects

Document Management:  Provides a document library where all asset management company documents can be stored, managed, and retrieved.

Profiling:  Provides the ability to create custom questionnaires for firms, offices, and reps to allow the sales people to capture all essential information including details about customers and prospects.

Multiple Windows:  Provides the ability to view multiple browser windows – simultaneously – so that the team has easy access to business critical information.

MARS fees - 1/2010

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