UNDERLYING FUNDS TRUST SECOND AMENDMENT TO THE SELLING AGENT AGREEMENT
SECOND
AMENDMENT TO THE
THIS SECOND AMENDMENT dated as
of the 21st day
of April, 2008, to the Selling Agent Agreement, dated as of April 28,
2006, as amended April 12, 2007 (the “Agreement”), is entered into by and
between Underlying Funds
Trust, a Delaware statutory trust (the “Trust”) and Quasar Distributors, LLC, a
Delaware limited liability company (“the Selling Agent”).
RECITALS
WHEREAS, the Trust and the
Selling Agent have entered into an Agreement; and
WHEREAS, the parties desire to
amend the Agreement to add funds; and
WHEREAS, Section 11, paragraph
B of the Agreement allows for its amendment by a written instrument executed by
both parties.
NOW, THEREFORE, the parties
agree as follows:
Exhibit A
of the Agreement is hereby superseded and replaced with Exhibit A attached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 Second Amendment to be executed by a duly
authorized officer on one or more counterparts as of the date and year first
written above.
| UNDERLYING FUNDS TRUST | QUASAR DISTRIBUTORS, LLC | |
| By: /s/Xxxxxxxx Xxxxxxxxxx | By: /s/ Xxxxx X. Xxxxxxxxx | |
| Printed Name: Xxxxxxxx Xxxxxxxxxx | Printed Name: Xxxxx X. Xxxxxxxxx | |
| Title: CCO | Title: President |
1
Exhibit
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 Natural Resources – 1 Portfolio
2
