March 7, 2014

March 7, 2014

U.S. Bank National Association

c/o Xxxxxxx X. Xxxxxxxx, Esq.

000 Xxxx Xxxxxxxx Xxxxxx

Milwaukee, WI 53202

Re:           Consent to Assignment of Contract

Dear Sirs:

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.

In connection with the transactions contemplated by the Purchase Agreement, Hatteras intends to assign to Purchaser (and Purchaser will assume) all of its rights and obligations under the certain Agreement(s), as provided on Schedule A, attached hereto, which are between Hatteras and U.S. Bank National Association. (the “Agreement(s)”).  The closing of these transactions is presently expected to occur March 31, 2014 (the “Closing”).

The purpose of this letter is to inform you of the aforementioned transactions, and to request your consent to the assignment of Hatteras’s rights and obligations under the Agreement(s) to Purchaser.

If the foregoing meets with your approval, please kindly indicate your consent by signing and dating both copies of this letter where indicated, and return one original copy of this letter to the undersigned, whereupon this letter will serve as a modification to the Agreement effective upon the Closing.

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If you have any questions or would like to discuss this matter further, please do not hesitate to contact me directly at (000) 000-0000.

Very truly yours,

HATTERAS ALTERNATIVE MUTUAL FUNDS, LLC

HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST

UNDERLYING FUNDS TRUST

By:       /s/ X. Xxxxxxx Xxxxxx                                                                        

                                                                                             Name: X. Xxxxxxx Xxxxxx

                                                                                             Title: Chief Operating Officer

THE UNDERSIGNED’S CONSENT IS HEREBY

ACKNOWLEDGED AND AGREED TO,

this 20th day of March, 2014.

U.S. BANK NATIONAL ASSOCIATION

By:      /s/ Xxxxxxx X. XxXxx                                                                                

            Name: Xxxxxxx X. XxXxx

            Title: Senior Vice President

Schedule A

1.       Custody Agreement dated April 12, 2011 among U.S. Bank National Association, Hatteras Alternative Mutual Funds Trust, Underlying Funds Trust and HAMF.