TRANSFER AGENT SERVICING AGREEMENT

THIS AGREEMENT is made and entered into as of this 6th day of September 2002, by and between Alternative Investment Partners, 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 Trust is registered under the Investment Company Act of 1940, as amended (the " 1940 Act"), as an open-end management investment company, and is authorized to issue shares of beneficial interest in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

WHEREAS, USBFS is, among other things, in the business of administering transfer and dividend disbursing agent functions for the benefit of its customers; and

WHEREAS, the Adviser and the Trust desire to retain USBFS to provide transfer and dividend disbursing agent services to each series of the Trust listed on Exhibit A hereto (as amended from time to time) (each a "Fund", collectively the "Funds").

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Appointment of USBFS as Transfer Agent

The Adviser and the Trust hereby appoints USBFS as transfer agent of the Trust on the terms and conditions set forth in this Agreement, and USBFS hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement.

2. Services and Duties of USBFS

USBFS shall perform all of the customary services of a transfer agent and dividend disbursing agent for the Funds, and as relevant, agent in connection with accumulation, open account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to:

Receive orders for the purchase of shares.

Process purchase orders with prompt delivery, where appropriate, of payment and supporting documentation to the Fund's custodian, and issue the appropriate number of uncertificated shares with such uncertificated shares being held in the appropriate shareholder account.

Arrange for issuance of shares obtained through transfers of funds from Fund shareholders' accounts at financial institutions and arrange for the exchange of shares for shares of other eligible investment companies, when permitted by the Fund's current prospectus ("Prospectus").

Process redemption requests received in good order and, where relevant, deliver appropriate documentation to the Trust's custodian.

Pay monies upon receipt from the Fund's custodian, where relevant, in accordance with the instructions of redeeming shareholders.

Process transfers of shares in accordance with the shareholder's instructions.

Process exchanges between Funds and/or classes of shares of Funds both within the same family of funds and with a First American Money Market Fund, if applicable.

Prepare and transmit payments for dividends and distributions declared by the Trust with respect to the Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with shareholder instructions.

Make changes to shareholder records, including, but not limited to, address changes in plans (e.g., systematic withdrawal, automatic investment, dividend reinvestment).

Record the issuance of shares of the Fund and maintain, pursuant to Rule 17Ad-10(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a record of the total number of shares of the Fund which are authorized, issued and outstanding.

Prepare shareholder meeting lists and, if applicable, mail, receive and tabulate proxies.

Mail shareholder reports and Prospectuses to current shareholders.

Prepare and file U.S. Treasury Department Forms 1099 and other appropriate information returns required with respect to dividends and distributions for all shareholders.

Provide shareholder account information upon request and prepare and mail confirmations and statements of account to shareholders for all purchases, redemptions and other confirmable transactions as agreed upon with the Trust.

Mail requests for shareholders' certifications under penalties of perjury and pay on a timely basis to the appropriate Federal authorities any taxes to be withheld on dividends and distributions paid by the Trust, all as required by applicable federal tax laws and regulations.

Provide a Blue Sky system that will enable the Trust to monitor the total number of shares of the Fund sold in each state. In addition, the Trust or its agent, including USBFS, shall identify to USBFS in writing those transactions and assets to be treated as exempt from the Blue Sky reporting for each state. The responsibility of USBFS for the Trust's Blue Sky state registration status is solely limited to the initial compliance by the Trust and the reporting of such transactions to the Trust or its agent.

Answer correspondence from shareholders, securities brokers and others relating to USBFS's duties hereunder and such other correspondence as may from time to time be mutually agreed upon between USBFS and the Trust.

Reimburse the Fund each month for all material losses resulting from "as of" processing errors for which USBFS is responsible in accordance with the "as of" processing guidelines set forth on Exhibit C hereto.

3. Compensation

USBFS shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time). The Adviser shall pay all fees and reimbursable expenses within thirty (30) calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Adviser shall notify USBFS in writing within thirty (30) calendar days following receipt of each invoice if the Adviser is disputing any amounts in good faith. The Adviser shall settle such disputed amounts within ten (10) calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Adviser is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of one and one-half percent (1½%) per month, after the due date.

4. Indemnification; Limitation of Liability

USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Adviser and the Trust shall indemnify and hold harmless USBFS from and any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Adviser or the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust (the "Board of Trustees" or "Trustees").

USBFS shall indemnify and hold the Adviser and the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Adviser or the Trust may sustain or incur or that may be asserted against the Adviser or the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct.

In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Adviser and the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS.

Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indernnitor's prior written consent.

5. Proprietary and Confidential Information

USBFS agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to the Adviser and the Trust and prior, present, or potential shareholders (and clients of said shareholders) and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Adviser or the Trust, which approval shall not be unreasonably withheld and may not be withheld where USBFS may be exposed to civil or criminal contempt proceedings for failure to comply after being requested to divulge such information by duly constituted authorities, or when so requested by the Adviser or the Trust.

Further, USBFS will adhere to the privacy policies adopted by the Adviser and the Trust pursuant to Title V of the Xxxxx-Xxxxx-T3liley Act, as may be modified from time to time (the "Act"). Notwithstanding the foregoing, USBFS will not share any nonpublic personal information concerning any of the Trust's shareholders with any third party unless specifically directed by the Adviser or the Trust or allowed under one of the exceptions noted under the Act.

6. Term of Agreement; Amendment

This Agreement shall become effective as of the date first written above and will continue in effect for a period of three years. Subsequent to the initial three-year term, this Agreement may be terminated by either party upon giving ninety (90) days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. However, this Agreement may be amended by mutual written consent of the parties. See Exhibit D for additional termination conditions.

7. Records

USBFS shall keep records relating to the services to be performed hereunder in the form and manner, and for such period, as it may deem advisable and is agreeable to the Trust, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. USBFS agrees that all such records prepared or maintained by USBFS relating to the services to be performed by USBFS hereunder are the property of the Trust and will be preserved, maintained, and made available in accordance with such applicable sections and rules of the 1940 Act and will be promptly surrendered to the Trust on and in accordance with its request.

8. Governing Law

This Agreement shall be construed in accordance with the laws of the State of Wisconsin, without regard to conflicts of law principles. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the Securities and Exchange Commission thereunder.

9. Duties in the Event of Termination

In the event that, in connection with termination, a successor to any of USBFS's duties or responsibilities hereunder is designated by the Adviser and the Trust by written notice to USBFS, USBFS will promptly, upon such termination and at the expense of the Adviser, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by USBFS under this Agreement in a form reasonably acceptable to the Adviser or the Trust (if such form differs from the form in which USBFS has maintained, the Adviser shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from USBFS’s personnel in the establishment of books, records, and other data by such successor.

10. Data Necessary to Perform Services

The Adviser, the Trust or its agent, which may be USBFS, shall furnish to USBFS the data necessary to perform the services described herein at such times and in such form as mutually agreed upon. If USBFS is also acting in another capacity for AIP, nothing herein shall be deemed to relieve USBFS of any of its obligations in such capacity.

11. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party.

12. Notices

Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three (3) days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other party's address set forth below:

Notice to USBFS shall be sent to:

U.S. Bancorp Fund Services, LLC

000 Xxxx Xxxxxxxx Xxxxxx

Xxxxxxxxx, XX 00000

and notice to the Adviser and the Trust shall be sent to:

Alternative Investment Partners, LLC/AIP Alternative Strategies Funds

000 Xxxxxxxxxxx Xxxx Xx.

Xxxxxxxxx, XX 00000

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

ALTERNATIVE INVESTMENT PARTNERS, LLC			U.S. BANCORP FUND SERVICES, LLC

By:	/s/Xxx Xxxxxxxxxx	By:	/s/Xxx X. Xxxxxxx

Title:	Chief Investment Officer	Title:	President


AIP ALTERNATIVE STRATEGIES FUNDS

By:	/s/

Title:

Exhibit A

to the

Transfer Agent Servicing Agreement

Fund Names

Separate Series of AIP Alternative Strategies Funds

Name of Series	Date Added

Alpha Strategies I Fund	___, 2002

Exhibit B

to the

Transfer Agent Servicing Agreement

U.S. BANCORP FUND SERVICES, LLC TRANSFER AGENT SERVICES ANNUAL FEE SCHEDULE
Shareholder Account Fee (Subject to Minimum) No-Load - $_____ per account Load Fund - $_____ per account Daily Accrual Fund - $_____ per account Annual Minimum $______ first no-load fund Year 1 $______ first no-load fund Year 2 $______ first no-load fund Year 3 $______ first load or daily accrual fund $______ each additional fund or class Plus 1 basis point per year Activity Charges Telephone Call - $_____ per call Per e-mail Service - $_____per e-mail Draft Check Processing - $_____ per draft Daily Valuation Trades - $_____ per trade ACH Shareholder Charges $_____ per month per fund group $_____ per ACH item, setup and/or change $_____ per correction, reversal, and return item Plus out-of-pocket expenses, including, but not limited to: Telephone – toll-free lines Postage Stationery, Envelopes Programming, Special Reports Insurance Record Retention Microfilm Proxies, Proxy Services Proxies, Proxy Services ACH Fees NSCC charges All other out-of pocket expenses	Extraordinary services – quoted separately Conversion Estimate - $_____ per shareholder account, minimum $_____ per fund (if necessary) Service Charges to Investors Qualified Plan Fees (Billed to Investors) $_____/qualified plan acct (Cap at $_____ per SSN) $_____/education XXX acct (Cap at $_____ per SSN) $_____/transfer to successor trustee $_____/distribution to participant (Excluding SWPs) $_____/refund of excess contribution Additional Shareholder Fees (Billed to Investors) $_____/outgoing wire transfer $_____/overnight delivery $_____/telephone exchange $_____/return check or ACH $_____/stop payment $_____/research request (For requested items of the second calendar year [or previous] to the request)(Cap at $_____) Fees are billed monthy.

U.S. BANCORP FUND SERVICES, LLC SAMPLE OUT-OF-POCKET EXPENSE ITEMS* PER ITEM ESTIMATES
Forms Cost Statement Paper #9, #10 Envelopes Check/Statement Paper Certificate Wire Order Confirm (non-NSCC) U.S Bancorp Fulfillment Envelope Presort Postage (one ounce) VRU Services – Port Allocation VRU Modifications – Per Project Shareholder System Select Request Systems Development/Programming Fund Group Addition Fund Additions Fund Group Restore Lost Shareholder Search (Xxxx Tracers) NSCC Setup (Fund/SERV, Networking, Exchanges, ACATS, MF Profile, DCCS, TORA, Commission Settlement) *This is a sample list only. Plus additional out-of-pocket items as required by the client.	$ ___/item $ ___/item $ ___/item $ ___/item $ ___/item $ ___/item $ ___/item $ ___ per port per month $ ___/hour $ ___/request $ ___/hour $ ___/fund group $ ___/fund or class $ ___/occurrence $ ___/search $ ___/fund group installation Plus NSCC Transaction and Networking Charges

Exhibit C

to the

Transfer Agent Servicing Agreement

As Of Processing Policy

USBFS will reimburse each Fund for any net material loss that may exist on the Fund's books and for which USBFS is responsible, at the end of each calendar month. "Net Material Loss" shall be defined as any remaining loss, after netting losses against any gains, which impacts a Fund's net asset value per share by more than ½ cent. Gains and losses will be reflected on the Fund's daily share sheet, and the Fund will be reimbursed for any net material loss on a monthly basis. USBFS will reset the as of ledger each calendar month so that any losses which do not exceed the materiality threshold of ½ cent will not be carried forward to the next succeeding month. USBFS will notify the advisor to the Fund on the daily share sheet of any losses for which the advisor may be held accountable.

Exhibit D to the

Transfer Agent Servicing Agreement

Additional Termination Conditions

In addition to the termination provisions under Paragraph 6 of this Agreement, the Adviser agrees that should it (or the Board of Trustees) be required to terminate this Agreement within the initial 3-year period due to a merger of the Trust, sale of the Adviser, changing the transfer agent or similar reason (other than the dissolution of the Trust Adviser's or Board's dissatisfaction with the services of USBFS under this Agreement), the Adviser shall be responsible for reimbursing USBFS any amount lost between the effective date of this Agreement and the termination date due to the special discounted fee arrangement provided for the Adviser and the Trust under Exhibit B compared to the standard fee schedule shown below.

U.S. BANCORP FUND SERVICES, LLC TRANSFER AGENT SERVICES ANNUAL FEE SCHEDULE
Shareholder Account Fee (Subject to Minimum) No-Load - $_____ per account Load Fund - $_____ per account Daily Accrual Fund - $_____ per account Annual Minimum $______ first no-load fund $______ first load or daily accrual fund $______ each additional fund or class Plus 1 basis point per year Activity Charges Telephone Call - $_____ per call Per e-mail Service - $_____per e-mail Draft Check Processing - $_____ per draft Daily Valuation Trades - $_____ per trade ACH Shareholder Charges $_____ per month per fund group $_____ per ACH item, setup and/or change $_____ per correction, reversal, return item Plus out-of-pocket expenses, including, but not limited to: Telephone – toll-free lines Postage Stationery, Envelopes Programming, Special Reports Insurance Record Retention Microfilm/fiche of records Proxies, Proxy Services	Extraordinary services – quoted separately Conversion Estimate - $_____ per shareholder account, minimum $_____ per fund (if necessary) Service Charges to Investors Qualified Plan Fees (Billed to Investors) $_____/qualified plan acct (Cap at $_____ per SSN) $_____/education XXX acct (Cap at $_____ per SSN) $_____/transfer to successor trustee $_____/distribution to participant (Excluding SWPs) $_____/refund of excess contribution Additional Shareholder Fees (Billed to Investors) $_____/outgoing wire transfer $_____/overnight delivery $_____/telephone exchange $_____/return check or ACH $_____/stop payment $_____/research request (For requested items of the second calendar year [or previous] to the request)(Cap at $_____) Fees are billed monthy.

U.S. BANCORP FUND SERVICES, LLC SAMPLE OUT-OF-POCKET EXPENSE ITEMS* PER ITEM ESTIMATES
Forms Cost Statement Paper #9, #10 Envelopes Check/Statement Paper Certificate Wire Order Confirm (non-NSCC) U.S Bancorp Fulfillment Envelope Presort Postage (one ounce) VRU Services – Port Allocation VRU Modifications – Per Project Shareholder System Select Request Systems Development/Programming Fund Group Addition Fund Additions Fund Group Restore Lost Shareholder Search (Xxxx Tracers) NSCC Setup (Fund/SERV, Networking, Exchanges, ACATS, MF Profile, DCCS, TORA, Commission Settlement) *This is a sample list only. Plus additional out-of-pocket items as required by the client.	$ ___/item $ ___/item $ ___/item $ ___/item $ ___/item $ ___/item $ ___/item $ ___ per port per month $ ___/hour $ ___/request $ ___/hour $ ___/fund group $ ___/fund or class $ ___/occurrence $ ___/search $ ___/fund group installation Plus NSCC Transaction and Networking Charges

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TRANSFER AGENT SERVICING AGREEMENT

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