FUND ACCOUNTING SERVICING AGREEMENT



     THIS AGREEMENT is made and entered into as of this ______ day of _________,

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 providing mutual

fund accounting services to investment companies; and



     WHEREAS,  the  Adviser  and the Trust  desire to  retain  USBFS to  provide

accounting  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 Fund Accountant



     The Adviser and the Trust hereby  appoints USBFS as fund  accountant 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 provide the following fund  accounting  services for the Funds,

     including but not limited to:



     A.   Portfolio Accounting Services:



          (1)  Maintain portfolio records on a trade date+1 basis using security

               trade information communicated from the investment manager.



          (2)  For each  valuation  date,  obtain  prices from a pricing  source

               approved  by the Board of  Trustees  of the Trust (the  "Board of

               Trustees"  or the  "Trustees")  and  apply  those  prices  to the

               portfolio positions. For those securities where market quotations

               are not readily  available,  the Board of Trustees shall approve,

               in good faith, the method for determining the fair value for such

               securities.



          (3)  Identify  interest  and  dividend  accrual  balances  as of  each

               valuation date and calculate  gross  earnings on investments  for

               the accounting period.



          (4)  Determine  gain/loss  on  security  sales  and  identify  them as

               short-term or long-term;  account for periodic  distributions  of

               gains or losses to shareholders and maintain  undistributed  gain

               or loss balances as of each valuation date.



     B.   Expense Accrual and Payment Services:



          (1)  For each valuation date, calculate the expense accrual amounts as

               directed by the Trust as to methodology, rate or dollar amount.



          (2)  Record  payments  for  Fund  expenses  upon  receipt  of  written

               authorization from the Trust.



          (3)  Account  for  Fund  expenditures  and  maintain  expense  accrual

               balances  at the level of  accounting  detail,  as agreed upon by

               USBFS and the Trust.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC