SUB-ADVISORY AGREEMENTSub-Advisory Agreement • August 14th, 2006 • Underlying Funds Trust • New York
Contract Type FiledAugust 14th, 2006 Company JurisdictionTHIS AGREEMENT is made and entered into as of this 17th day of July, 2006, by and among Alternative Investment Partners, LLC, a Delaware limited liability company (the “Advisor”), Venus Capital Management, Inc., a Delaware corporation (the “Sub-Advisor”), and the Underlying Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of its series, Long/Short Equity - Global - 1 (the “Fund”).