SUB-ADVISORY AGREEMENTSub-Advisory Agreement • January 8th, 2007 • Underlying Funds Trust • New York
Contract Type FiledJanuary 8th, 2007 Company JurisdictionTHIS AGREEMENT is made and entered into as of this 3rd day of January, 2007, by and among Alternative Investment Partners, LLC, a Delaware limited liability company (the “Advisor”), Opportunity Research Group, LLC, a Delaware limited liability company (the “Sub-Advisor”), and the Underlying Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of its series, Distressed Securities & Special Situations - 1 (the “Fund”).