INVESTMENT ADVISORY AGREEMENT
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 the Underlying Funds
Trust, a Delaware statutory trust (the “Trust”), regarding each series of the
Trust (the “Funds”).
WHEREAS, the Trust is
registered as an open-end, management investment company under the Investment
Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the Board of Trustees
of the Trust has approved this Agreement, and the Adviser is willing to furnish
such services upon the terms and conditions herein set forth.
NOW, THEREFORE, in
consideration of the premises and mutual covenants herein contained, it is
agreed between the parties hereto as follows:
(b) By-Laws-of
the Trust, as amended from time to time.
(c) Resolutions
of the Trustees of the Trust selecting Hatteras Alternative Mutual Funds, LLC as
Adviser to the Funds and approving the form of this Agreement.
The Trust
will furnish the Adviser from time to time with copies, properly certified or
authenticated, of all amendments of or supplements to the foregoing, if
any.
3. Name of
Funds. The Trust and the Funds may use the names set forth on
Appendix A, respectively only for so long as this Agreement or any other
Investment Advisory Agreement between the Adviser and the Funds or any
extension, renewal or amendment hereof or thereof remains in effect, including
any similar agreement with any organization which shall have succeeded to the
Adviser’s business as investment adviser. At such time as such an
agreement shall no longer be in effect, the Funds will (to the extent that they
lawfully can) cease to use such names or any other name indicating that they are
advised by or otherwise connected with the Adviser or any organization which
shall have so succeeded to the Adviser’s business. The Trust
acknowledges that the Adviser may grant the non-exclusive right to use the names
set forth on Appendix A to any other corporation or entity, including but not
limited to any investment company of which the Adviser or any subsidiary or
affiliate thereof or any successor to the business thereof shall be an
investment adviser.
1
The
Adviser will keep the Trust informed of developments materially affecting each
Fund's portfolio, and will, on its own initiative, furnish the Trust from time
to time with whatever information the Adviser believes is appropriate for this
purpose.
In the
event of any termination of this Agreement, the fee provided for in this
paragraph 6 shall be calculated on the basis of a period ending on the last day
on which this Agreement is in effect, subject to a pro rata adjustment based
on the number of days elapsed in the current period as a percentage of the total
number of days in such period.
2
The
parties agree that it is in the interests of the Funds that the Adviser have
access to supplemental investment and market research and security and economic
analyses provided by brokers who may execute brokerage transactions at a higher
cost to the Funds than may result when brokerage is allocated to other brokers
on the basis of the best price and execution. The Adviser is
authorized to place orders for the purchase and sale of securities for the Funds
with such brokers, subject to review by the Funds’ Trustees from time to
time. In selecting brokers or dealers to execute a particular
transaction and in evaluating the best price and execution available, the
Adviser may consider the brokerage and research services (as such terms are
defined in Section 28(e) of the Securities Exchange Act of 1934, as amended)
provided to the Fund and/or other accounts over which the Adviser exercises
investment discretion.
3
To the Adviser
at:
Hatteras
Alternative Mutual Funds, LLC
0000
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx,
XX 00000-0000
Attn: J.
Xxxxxxx Xxxxxx, Chief Operating Officer
Facsimile: (000)
000-0000
with a copy
to:
Drinker
Xxxxxx & Xxxxx, LLP
Xxx Xxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx,
XX 00000-0000
Attn: Xxxxxx X. Xxxxxxxx,
Esq.
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To the Trust and the Funds
at:
AIP
Alternative Strategies Funds
0000
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx,
XX 00000-0000
with a copy
to:
Blank
Rome LLP
000
Xxxxxxxxx Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx X. Xxxxxx, Esq.
13. Governing
Law. This Agreement constitutes the entire agreement of the
parties, shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by New York law in
a manner not in conflict with the provisions of the 1940 Act.
If you
are in agreement with the foregoing, please sign the form of acceptance on the
accompanying counterpart of this letter and return such counterpart to the
Funds, whereupon this letter shall become a binding contract between the Trust,
on behalf of the Funds, and the Adviser.
IN WITNESS WHEREOF, the
parties hereto have caused this instrument to be executed by their officers
designated below as of the day and year first above written.
By: /s/ J. Xxxxxxx
Xxxxxx
Name: J.
Xxxxxxx Xxxxxx
Title: Secretary
|
HATTERAS
ALTERNATIVE MUTUAL FUNDS, LLC
|
By: /s/ J. Xxxxxxx
Xxxxxx
Name: J.
Xxxxxxx Xxxxxx
Title: Chief
Operating Officer
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APPENDIX
A
Each
Separate Series of the Underlying Funds Trust as set forth in the
Prospectus
6