0000894189-10-001745 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 30th, 2010 • Hatteras Alternative Mutual Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 15th day of September, 2009 by and between Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Adviser”) and AIP Alternative Strategies Funds, a Delaware statutory trust (the “Trust”), regarding each series of the Trust (the “Funds”).

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AIP Alternative Strategies Funds Distribution Agreement
Distribution Agreement • April 30th, 2010 • Hatteras Alternative Mutual Funds Trust • Delaware

This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, AIP Alternative Strategies Funds (the “Trust”), an open-end management investment company organized as a statutory trust under the laws of the State of Delaware, and consisting of one or more separate series, has appointed you, the “Distributor,” and that you shall be the exclusive distributor in connection with the offering and sale of the shares of beneficial interest, par value $0.001 per share (the “Shares”), corresponding to each of the series of the Trust listed in Exhibit A, as the same may be supplemented from time to time (each such series, a “Fund”). Each Fund may offer one or more classes of its shares (each a “Class”) which Classes shall have such relative rights and conditions and shall be sold in the manner set forth from time to time in the Trust’s Registration Statements, as defined below. The organization, administration and policies of each Fund are described in its res

OPERATING SERVICES AGREEMENT
Operating Services Agreement • April 30th, 2010 • Hatteras Alternative Mutual Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 15th day of September, 2009 by and between Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Adviser”) and AIP Alternative Strategies Funds, a Delaware statutory trust (the “Trust”), regarding each series of the Trust (the “Funds”).

AIP ALTERNATIVE STRATEGIES FUNDS FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 30th, 2010 • Hatteras Alternative Mutual Funds Trust

THIS FIRST AMENDMENT effective as of November 1, 2009, to the Fund Administration Servicing Agreement, dated as of April 28, 2006, (the "Fund Administration Agreement"), is entered into by and among HATTERAS ALTERNATIVE MUTUAL FUNDS, LLC f/k/a 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").

AIP ALTERNATIVE STRATEGIES FUNDS SECOND AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 30th, 2010 • Hatteras Alternative Mutual Funds Trust

THIS SECOND AMENDMENT effective as of November 1, 2009, to the Transfer Agent Servicing Agreement, dated as of September 6, 2002, as amended April 28, 2006 (the "Agreement"), is entered into by and among HATTERAS ALTERNATIVE MUTUAL FUNDS, LLC, f/k/a 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").

HATTERAS ALTERNATIVE MUTUAL FUNDS, LLC AND AIP ALTERNATIVE STRATEGIES FUNDS THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 30th, 2010 • Hatteras Alternative Mutual Funds Trust

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”).

AIP ALTERNATIVE STRATEGIES FUNDS FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 30th, 2010 • Hatteras Alternative Mutual Funds Trust

THIS FIRST AMENDMENT effective as of November 1, 2009, to the Fund Accounting Servicing Agreement, dated as of April 28, 2006, as amended (the "Fund Accounting Agreement"), is entered into by and among HATTERAS ALTERNATIVE MUTUAL FUNDS, LLC, f/k/a 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").

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