SUB-ADVISORY AGREEMENTSub-Advisory Agreement • November 29th, 2006 • Underlying Funds Trust • New York
Contract Type FiledNovember 29th, 2006 Company JurisdictionTHIS AGREEMENT is made and entered into as of this 1st day of August, 2006, by and among Alternative Investment Partners, LLC, a Delaware limited liability company (the “Advisor”), Sunnymeath Asset Management, Inc., a New Jersey corporation (the “Sub-Advisor”), and the Underlying Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of its series, Long/Short Equity - Deep Discount Value - 1 (the “Fund”).