AMENDMENT NO.1 TO CUSTODY AGREEMENT
AMENDMENT
NO.1 TO
AMENDMENT NO. 1, dated as of
June 16, 2003, to CUSTODY
AGREEMENT, dated as of July 31, 2002 (the “Custody Agreement”), between
AIP ALTERNITIVE STRATEGIES
FUNDS (the “Trust”), a business trust organized and existing under the
laws of the State of Delaware and CUSTODIAL TRUST COMPANY (“Bank”), bank and
trust company organized and existing under the laws of the State of New Jersey,
on the other hand.
WHEREAS, the Trust and Bank
wish to amend the Custody Agreement in certain respect in order to fully comply
with the requirements of the Securities and Exchange Commission;
NOW, THEREFORE, in accordance
with Section 17. 5 of the Custody Agreement, the parties hereto hereby agree as
follows:
1. DEFINITIONS. All defined
terms used in this Amendment No.1 shall, unless otherwise defined herein, have
the same meaning as is given to them in the Custody Agreement.
2. AMENDMENTS. (a) The
beginning of Section 1.15 is hereby amended to read as follows; “Oral
Instructions” means instructions orally transmitted to and accepted by
Custodian that are (a) reasonably believed by Custodian to have been given by
any two Authorized Persons," with the remainder of the Section remaining
unchanged.
(b) The
beginning of Section 1.19 is hereby amended to read as follows: “Written
Instructions” means written instructions received by Custodian that are
(a) reasonably believed by Custodian to have been signed or sent by any two
Authorized Persons, with the remainder of the Section remaining
unchanged.
(c) The first sentence of
Section 14.1 is hereby amended to read as follows: “Custodian may rely upon and
act in accordance with any notice, confirmation, instruction or other
communication which is reasonably believed by Custodian to have been given or
signed on behalf of the Trust by any two of the Authorized Persons designated by
the Trust in Exhibit B hereto, as it may from time to
time be revised.”
(d) The
first sentence of Section 14.2 is hereby amended to read as follows: “Custodian
may also rely upon and act in accordance with any Written or Oral Instructions
given with respect to a Portfolio which are reasonably believed by Custodian to
have been given or signed by any two of the persons designated f r o m time to
time by any of the investment advisers of such Portfolio who are specified in
Exhibit C hereto (if any) as it may from time to time be revised.”
(e) The
third sentence of Section 14.3 is hereby amended to read as fallows: “However,
if Written Instructions confirming Oral Instructions are not received by
Custodian prior to a transaction, it shall in no way affect the validity of the
transaction authorized by such Oral Instructions or the authorization given by
any two Authorized Persons to effect such transaction.”
(f) The
second sentence of Section 14.5 is hereby amended to read as follows: “Custodian
shall be entitled to conclusively assume that a Remote Clearance Instructions
and Bulk Input Instructions have been given by two Authorized Persons, and
Custodian is hereby irrevocably authorized to act in accordance
therewith.”
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3. OTHER TERMS, All other
terms and
conditions of the Custody Agreement shall remain unchanged.
4. EFFECTIVE DATE. This Amendment
No. l shall be effective as of June 16, 2003.
IN WITNESS WHEREOF, each of
the parties hereto has caused this Amendment: No.1 to be executed in its name
and on its behalf by its representative thereunto duly authorized, all as of the
day and year first above written.
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By:
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/s/Xxx
Xxxxxxxxxx
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Name:
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Xxx
Xxxxxxxxxx
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Title:
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Vice
President and Treasurer
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CUSTODIAL
TRUST COMPANY
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By:
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/s/Xxx
X. Xxxxxxxxxxx
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Name:
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Xxx
X. Xxxxxxxxxxx
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Title:
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President
and CEO
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