0000894189-11-001879 Sample Contracts

AIP Alternative Strategies Funds Distribution Agreement
Strategies Funds • April 29th, 2011 • 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

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HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST AND UNDERLYING FUNDS TRUST CUSTODY AGREEMENT
Underlying Funds Trust Custody Agreement • April 29th, 2011 • Hatteras Alternative Mutual Funds Trust • Minnesota

THIS AGREEMENT is made and entered into as of this 12th day of April, 2011, by and among HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, a Delaware business trust, UNDERLYING FUNDS TRUST, a Delaware statutory trust, (collectively the “Trusts”), HATTERAS ALTERNATIVE MUTUAL FUNDS, LLC, (the “Adviser”) and, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

HATTERAS ALTERNATIVE MUTUAL FUNDS, LLC AND HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST FOURTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 29th, 2011 • Hatteras Alternative Mutual Funds Trust

THIS FOURTH AMENDMENT dated as of this 1st day of May, 2011 to the Transfer Agent Servicing Agreement, dated as of September 6, 2002, as amended April 28, 2006, November 1, 2009 and January 1, 2010 (the “Agreement”), is entered into by and among HATTERAS ALTERNATIVE MUTUAL FUNDS, LLC, a Delaware limited liability company (the “Adviser”), HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, a Delaware business trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
The Investment Advisory Agreement • April 29th, 2011 • Hatteras Alternative Mutual Funds Trust

THIS AMENDMENT, dated as of the 30th day of April 2011, to the Investment Advisory Agreement dated as of September 15, 2009, is entered into by and between Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Adviser”) and Hatteras Alternative Mutual Funds Trust (formely knowns as, AIP Alternative Strategies Funds), a Delaware statutory trust (the “Trust”), regarding the series of the Trust listed in Appendix A (the “Funds”).

HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • April 29th, 2011 • Hatteras Alternative Mutual Funds Trust

THIS SECOND AMENDMENT effective as of the 1st day of May , 2011, to the Fund Administration Servicing Agreement, dated as of April 28, 2006, as amended November 1, 2009 (the "Fund Administration Agreement"), is entered into by and among HATTERAS ALTERNATIVE MUTUAL FUNDS, LLC, a Delaware limited liability company (the “Adviser”), HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, a Delaware business trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • April 29th, 2011 • Hatteras Alternative Mutual Funds Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of April 30, 2011 by and between Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Adviser”) and Hatteras Alternative Mutual Funds Trust, a Delaware statutory trust (the “Trust”), regarding each series of the Trust listed in Appendix A (the “Funds”).

AMENDMENT TO THE OPERATING SERVICES AGREEMENT
The Operating Services Agreement • April 29th, 2011 • Hatteras Alternative Mutual Funds Trust

THIS AMENDMENT, dated as of the 30th day of April 2011, to the Operating Services Agreement dated as of September 15, 2009, is entered into by and between Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Adviser”) and Hatteras Alternative Mutual Funds Trust (formely knowns as, AIP Alternative Strategies Funds), a Delaware statutory trust (the “Trust”), regarding each series of the Trust listed in Appendix A (the “Funds”).

HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 29th, 2011 • Hatteras Alternative Mutual Funds Trust

THIS SECOND AMENDMENT effective as of the 1st day of May, 2011, to the Fund Accounting Servicing Agreement, dated as of April 28, 2006, as amended November 1, 2009 (the "Fund Accounting Agreement"), is entered into by and among HATTERAS ALTERNATIVE MUTUAL FUNDS, LLC, a Delaware limited liability company (the “Adviser”), HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, a Delaware business trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

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