UNDERLYING FUNDS TRUST FIRST AMENDMENT TO THE OPERATING SERVICES AGREEMENT
FIRST
AMENDMENT TO THE
THIS FIRST AMENDMENT dated as
of the 21st day of
April, 2008, to the Operating Services Agreement, dated as of April 28, 2006
(the “Agreement”), is entered into by and between Alternative Investment Partners,
LLC, a Delaware limited liability company (the “Adviser”) and the Underlying Funds Trust, a
Delaware statutory trust (the “Trust”), regarding each series of the Trust (the
“Funds”).
RECITALS
WHEREAS, the Trust and the
Adviser have entered into an Agreement; and
WHEREAS, the parties desire to
amend the Agreement to add Funds; and
WHEREAS, Section 9 of the
Agreement allows for its amendment by a written instrument executed by both
parties.
NOW, THEREFORE, the parties
agree as follows:
Appendix
A of the Agreement is hereby superseded and replaced with Amended Appendix A
attached hereto.
Except to
the extent supplemented hereby, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the
parties hereto have caused this First Amendment to be executed by a duly
authorized officer on one or more counterparts as of the date and year first
written above.
| ALTERNATIVE INVESTMENT PARTNERS, LLC | UNDERLYING FUNDS TRUST | |
| By: /s/Xxxxxxxx Xxxxxxxxxx | By: /s/Xxxxxxxx Xxxxxxxxxx | |
| Printed Name: Xxxxxxxx Xxxxxxxxxx | Printed Name: Xxxxxxxx Xxxxxxxxxx | |
| Title: CCO | Title: CCO |
1
Appendix
A
to
the
Separate
Series of Underlying Funds Trust
Name
of Series
Convertible
Bond Arbitrage -1 Portfolio
Fixed
Income Arbitrage – 1 Portfolio
Merger
Arbitrage – 1 Portfolio
Long/Short
Equity – Earnings Revision – 1 Portfolio
Long/Short
Equity – Momentum – 1 Portfolio
Long/Short
Equity – Deep Discount Value – 1 Portfolio
Long/Short
Equity – International – 1 Portfolio
Long/Short
Equity - Global – 1 Portfolio
Long/Short
Equity – REIT – 1 Portfolio
Distressed
Securities & Special Situations – 1 Portfolio
Global
Hedged Income – 1 Portfolio
Long/Short
Equity – Healthcare/Biotech – 1 Portfolio
Equity
Options Overlay – 1 Portfolio
Deep
Value Hedged Income – 1 Portfolio
Long/Short
Equity – Growth – 1 Portfolio
Energy
and National Resources – 1 Portfolio
2
