SHAREHOLDER SERVICING AGREEMENT AIP Alternative Strategies Funds On behalf of each of its series listed on Appendix A (the “Funds”)
On behalf
of each of its series listed on Appendix A (the “Funds”)
Alternative
Investment Partners, LLC
000
Xxxxxxxxxxx Xxxxxx, Xxxxx 000X
White
Plains, NY 10604
To Whom
It May Concern:
We
herewith confirm our agreement with you as follows:
You will
perform or arrange for others, including organizations, whose customers or
clients are shareholders of the Funds (the "Shareholder Servicing Agents") to
perform all shareholder servicing functions and maintenance of shareholder
accounts not performed by us or by our Transfer Agent ("Shareholder Services").
You may make payments from time to time from any Shareholder Servicing Fees (as
defined below) received under this Agreement, to defray the costs of, and to
compensate others, including Shareholder Servicing Agents with whom our
distributor has entered into written agreements, for performing Shareholder
Services.
In
consideration of your performance of the Shareholder Services, we will pay you a
Service Fee, as defined by Article III of the Conduct Rules, of the National
Association of Securities Dealers, Inc., at the annual rate of one-quarter of
one (0.25%) percent of the Funds' average daily net assets (the “Shareholder
Servicing Fee”). Your fee will be accrued by us daily, and will be payable on
the last day of each calendar month for services performed hereunder during that
month or on such other schedule as you shall request of us in writing. You may
waive your right to any fee to which you are entitled hereunder, provided such
waiver is delivered to us in writing.
You will
in your sole discretion determine the amount of any payments made by you to
Shareholder Servicing Agents pursuant to this Agreement, and you may from time
to time in your sole discretion increase or decrease the amount of such
payments; provided, however, that no such payment will increase the amount which
we are required to pay to you under either this Agreement or any management
agreement between you and us, or otherwise.
You will
be responsible for the payment of all expenses incurred by you in rendering the
foregoing services, except that we will pay the cost of typesetting, printing
and delivering our prospectus to existing shareholders of the Funds and of
preparing and printing subscription application forms for shareholder
accounts.
Payments
to Shareholder Servicing Agents to compensate them for providing shareholder
servicing and related administrative functions are subject to compliance by them
with the terms of written agreements satisfactory to our Board of Trustees to be
entered into between our distributor and the Shareholder Servicing
Agents.
We will
expect of you, and you will give us the benefit of, your best judgment and
efforts in rendering these services to us, and we agree as an inducement to your
undertaking these services that you will not be liable hereunder for any mistake
of judgment or for any other cause, providing that no- herein shall protect you
against any liability to use or to our shareholders by reason of willful
misfeasance, bad faith or gross negligence in the performance of your duties
hereunder, or by reason of your reckless disregard of your obligations and
duties hereunder.
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This
Agreement will become effective of the date hereof and will remain in effect for
two years and, thereafter, for successive twelve (12) month periods (computed
from each annual meeting), provided that such continuation is specifically
approved at least annually by vote of our Board of Trustees and of a majority of
those of our trustees who are not “interested persons” (as defined in the 1940
Act), and have no direct or indirect financial interest in the operation of this
Agreement, cast in person at a meeting called for the purpose of voting on this
Agreement. This Agreement may be terminated at any time, without the payment of
any penalty, by vote or a majority of our entire Board of Trustees, and by a
vote of a majority of our Trustees who are not “interested persons” (as defined
in the 1940 Act), and who have no direct or indirect financial interest in the
operation of this Agreement, or by vote of a majority of our outstanding voting
securities, as defined in the 1940 Act, on sixty (60) days' written notice to
you, or by you on sixty (60) days' written notice to us.
This
Agreement may not be transferred, assigned, sold or in any manner hypothecated
or pledged by you and this Agreement shall terminate automatically in the event
of any such transfer, assignment, sale, hypothecation or pledge by you. The
terms “transfer”, “assignment” and “sale” as used in this paragraph shall have
the meanings ascribed thereto by governing law and in applicable rules or
regulations of the Securities and Exchange Commission thereunder.
Except to
the extent necessary to perform your obligations hereunder, nothing herein shall
be deemed to limit or restrict your right, or the right of any of your officers,
directors or employees who may also be a director, officer or employee of ours,
or of a person affiliated with us, as defined in the 1940 Act, to engage in any
other business or to devote time and attention to the management or other
aspects of any other business, whether of a similar or dissimilar nature, or to
render services of any kind to another corporation, firm, individual or
association.
If the
foregoing is in accordance with your understanding, will you kindly so indicate
by signing and returning to us the enclosed copy hereof.
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DATED: April
28, 2006
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Very
Truly Yours,
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on
behalf of each of its series listed on Appendix A
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By:
/s/Xxx
Xxxxxxxxxx
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Name: Xxx
Xxxxxxxxxx
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Title: President
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ACCEPTED:
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Alternative
Investment Partners, LLC
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By:
/s/Xxx
Xxxxxxxxxx
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Name:
Xxx Xxxxxxxxxx
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Title: Chief
Executive Officer
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APPENDIX
A
Separate
Series of AIP Alternative Strategies Funds
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Ø
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Alpha
Hedged Strategies Fund
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Ø
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Beta
Hedged Strategies Fund
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