Hatteras Alternative Mutual Funds Trust Sample Contracts

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1 FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 12th, 2002 • Alternative Investment Funds • Wisconsin
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 29th, 2016 • Hatteras Alternative Mutual Funds Trust • Delaware

THIS AGREEMENT is made and entered into as of January 5, 2016, by and among Hatteras Funds, LP, a Delaware limited partnership (formerly a Delaware limited liability company known as Hatteras Funds, LLC) (the “Advisor”), Jadwin Partners, LLC, a California limited liability company (the “Sub-Advisor”), and the Hatteras Alternative Mutual Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of such series as designated by the Advisor (the “Fund”).

ARTICLE I DEFINITIONS
Custody Agreement • August 12th, 2002 • Alternative Investment Funds • New York
FORM OF TRADING AGREEMENT
Trading Agreement • April 29th, 2016 • Hatteras Alternative Mutual Funds Trust • Delaware

THIS AGREEMENT is made and entered into as of this 5th day of January, 2016, by and among Hatteras Funds, LP, a Delaware limited partnership (formerly a Delaware limited liability company known as Hatteras Funds, LLC) (the “Advisor”), Centurion Investment Management, LLC, a Delaware limited liability company (the “Trader”), and the Underlying Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of the Managed Futures Portfolio (the “Fund”).

DISTRIBUTION AGREEMENT
Distribution Agreement • November 28th, 2003 • Aip Alternative Strategies Funds • Wisconsin

THIS AGREEMENT is made and entered into as of this 6th day of September, 2002, by and among AIP Alternative Strategies Funds, a Delaware business trust (the "Trust"), Alternative Investment Partners, LLC, a Delaware limited liability company, (the "Adviser") and Quasar Distributors, LLC, a Delaware limited liability company (the "Distributor").

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 1st, 2005 • Aip Alternative Strategies Funds • New York

THIS AGREEMENT is made and entered into as of this 1st day of September, 2005, by and between Alternative Investment Partners, LLC, a Delaware limited liability company (the “Adviser”), AIP Alternative Strategies Funds, a Delaware business trust (“AIP Funds”) and Apis Capital Advisors, LLC, a Delaware limited liability company (“the Sub-Adviser”) regarding Alpha Hedged Strategies Fund, a series of AIP Funds (the “Fund).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2016 • Hatteras Alternative Mutual Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 5th day of January, 2016 by and between Hatteras Funds, LP, a Delaware limited partnership (the “Adviser”) and Hatteras Alternative Mutual Funds Trust, a Delaware statutory trust (the “Trust”), regarding each series of the Trust (the “Funds”).

Hatteras Alternative Mutual Funds Trust Distribution Agreement
Distribution Agreement • February 20th, 2015 • Hatteras Alternative Mutual Funds Trust • Delaware

This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, Hatteras Alternative Mutual Funds Trust (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

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 29th, 2016 • Hatteras Alternative Mutual Funds Trust • Delaware

AGREEMENT, dated as of January 22, 2016 by and between Hatteras Funds, LLC, a Delaware limited liability company (the “Adviser”), and Acertus Capital Management, LLC, a Delaware limited liability company (the “Sub-Adviser”).

AIP ALTERNATIVE STRATEGIES FUNDS FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 28th, 2006 • Aip Alternative Strategies Funds • Wisconsin

THIS AGREEMENT is made and entered into as of this 28th day of April, 2006, by and among 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”).

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”).

HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST AND UNDERLYING FUNDS TRUST CUSTODY AGREEMENT
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”).

AIP ALTERNATIVE STRATEGIES FUNDS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 28th, 2006 • Aip Alternative Strategies Funds • Wisconsin

THIS AGREEMENT is made and entered into this 28th day of April, 2006, by and among ALTERNATIVE INVESTMENT PARTNERS, LLC, a Delaware limited company (the “Adviser”), AIP ALTERNATIVE STRATEGIES FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 29th, 2016 • Hatteras Alternative Mutual Funds Trust • Delaware

THIS AGREEMENT is made and entered into as of January 5, 2016, by and among Hatteras Funds, LP, a Delaware limited partnership (formerly a Delaware limited liability company known as Hatteras Funds, LLC) (the “Advisor”), Mountaineer Partners Management, LLC, a Delaware limited liability company (the “Sub-Advisor”), and the Hatteras Alternative Mutual Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of such series as designated by the Advisor (the “Fund”).

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
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
Fund 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").

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March 7, 2014
Consent to Assignment of Contract • February 20th, 2015 • Hatteras Alternative Mutual Funds Trust
HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, UNDERLYING FUNDS TRUST and HCIM TRUST FUND ACCOUNTING SERVICING AGREEMENT
Trust Fund Accounting Servicing Agreement • July 10th, 2015 • Hatteras Alternative Mutual Funds Trust • Wisconsin

THIS AGREEMENT is made and effective as of July 1, 2015, entered into by and among HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, UNDERLYING FUNDS TRUST and HCIM TRUST, each a Delaware statutory trust (each a “Trust” and collectively the “Trusts”), separately acting for and on behalf of each series of the applicable Trust as are currently authorized and issued by the applicable Trust or may be authorized and issued by the applicable Trust subsequent to the date of this Agreement (each a “Fund” and collectively the “Funds”); HATTERAS FUNDS, LLC (the “Adviser”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company organized and existing under the laws of the state of Wisconsin (“USBFS”). This Agreement supersedes and replaces the Hatteras Alternative Mutual Funds Trust Fund Accounting Servicing Agreement dated April 28, 2006, as amended, the Underlying Funds Trust Fund Accounting Servicing Agreement dated April 28, 2006, as amended, and the HCIM Trust Fund Accounting Servi

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 15th, 2004 • Aip Alternative Strategies Funds • New York

THIS AGREEMENT is made and entered into as of this 27th day of September, 2004, by and between Alternative Investment Partners, LLC, a Delaware limited liability company (the “Adviser”) and AIP Alternative Strategies Funds, a Delaware business trust (the “Trust”), regarding Alpha Hedged Strategies Fund, a series of the Trust (the “Fund”).

July 10, 2015
Agreement and Plan of Reorganization • September 2nd, 2015 • Hatteras Alternative Mutual Funds Trust

Re: Agreement and Plan of Reorganization by and between HCIM Trust and Hatteras Alternative Mutual Funds Trust, dated July 9, 2015

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”).

PORTFOLIO RESEARCH CONSULTANT AGREEMENT
Portfolio Research Consultant Agreement • April 28th, 2006 • Aip Alternative Strategies Funds • New York

THIS AGREEMENT is made and entered into as of this 27th day of September, 2004, as amended April 28, 2006, by and between Alternative Investment Partners, LLC, a Delaware limited liability company (the “Adviser”), AlP Alternative Strategies Funds, a Delaware statutory trust (the “Trust”) and Trust Advisors LLC, a Delaware limited liability company (the “PRC”) regarding each series of the Trust (the “Funds”).

AMENDMENT TO THE OPERATING SERVICES AGREEMENT
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, UNDERLYING FUNDS TRUST and HCIM TRUST CUSTODY AGREEMENT
Custody Agreement • July 10th, 2015 • Hatteras Alternative Mutual Funds Trust • Minnesota

THIS AGREEMENT is made and effective as of July 1, 2015, entered into by and among HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, UNDERLYING FUNDS TRUST and HCIM TRUST, each a Delaware statutory trust (each a “Trust” and collectively the “Trusts”), separately acting for and on behalf of each series of the applicable Trust as are currently authorized and issued by the applicable Trust or may be authorized and issued by the applicable Trust subsequent to the date of this Agreement (each a “Fund” and collectively the “Funds”); HATTERAS FUNDS, LLC (the “Adviser”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”). This Agreement supersedes and replaces the Hatteras Alternative Mutual Funds Trust and Underlying Funds Trust Custody Agreement dated April 12, 2011, as amended, and the HCIM Trust Custody Agreement dated September 6, 2013.

HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, UNDERLYING FUNDS TRUST and HCIM TRUST FUND ADMINISTRATION SERVICING AGREEMENT
Trust Fund Administration Servicing Agreement • July 10th, 2015 • Hatteras Alternative Mutual Funds Trust • Wisconsin

THIS AGREEMENT is made and effective as of July 1, 2015, entered into by and among HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, UNDERLYING FUNDS TRUST and HCIM TRUST, each a Delaware statutory trust (each a “Trust” and collectively the “Trusts”), separately acting for and on behalf of each series of the applicable Trust as are currently authorized and issued by the applicable Trust or may be authorized and issued by the applicable Trust subsequent to the date of this Agreement (each a “Fund” and collectively the “Funds”); HATTERAS FUNDS, LLC (the “Adviser”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company organized and existing under the laws of the state of Wisconsin (“USBFS”). This Agreement supersedes and replaces the Hatteras Alternative Mutual Funds Trust Fund Administration Servicing Agreement dated April 28, 2006, as amended, the Underlying Funds Trust Fund Administration Servicing Agreement dated April 28, 2006, as amended, and the HCIM Trust Fund Administ

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").

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 10th, 2015 • Hatteras Alternative Mutual Funds Trust • Wisconsin

THIS AGREEMENT is made and effective as of July 1, 2015, entered into by and among HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, UNDERLYING FUNDS TRUST and HCIM TRUST, each a Delaware statutory trust (each a “Trust” and collectively the “Trusts”), separately acting for and on behalf of each series of the applicable Trust as are currently authorized and issued by the applicable Trust or may be authorized and issued by the applicable Trust subsequent to the date of this Agreement (each a “Fund” and collectively the “Funds”); HATTERAS FUNDS, LLC (the “Adviser”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company organized and existing under the laws of the state of Wisconsin (“USBFS”). This Agreement supersedes and replaces the Hatteras Alternative Mutual Funds Trust Transfer Agent Servicing Agreement dated September 6, 2002, as amended, the Underlying Funds Trust Transfer Agent Servicing Agreement dated September 23, 2011, as amended, and the HCIM Trust Transfer Agent S

Attn: Michael D. Barolsky, Esq. Milwaukee, WI 53202 Re: Consent to Assignment of Contracts Dear Sirs:
Consent to Assignment of Contracts • February 20th, 2015 • Hatteras Alternative Mutual Funds Trust

On October 1, 2013, Hatteras Alternative Mutual Funds, LLC (“HAMF”) and certain affiliates (collectively, “Hatteras”) entered into an asset purchase agreement (the “Purchase Agreement”) with Scotland Acquisition, LLC d/b/a Hatteras Funds, LLC (the “Purchaser”), a Delaware limited liability company and wholly-owned subsidiary of RCS Advisory Services, LLC, an operating subsidiary of RCS Capital Corporation. Pursuant to the Purchase Agreement, Purchaser will acquire substantially all the assets, and assume certain liabilities, of Hatteras.

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