SUB-ADVISORY AGREEMENTSub-Advisory Agreement • December 31st, 2007 • Underlying Funds Trust • New York
THIS AGREEMENT is made and entered into as of this ___ day of _________, 2007, by and among Alternative Investment Partners, LLC, a Delaware limited liability company (the “Advisor”), Nicholas Investment Partners, L.P., a Delaware limited partnership (the “Sub-Advisor”), and the Underlying Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of its series, Convertible Bond Arbitrage – 1 (the “Fund”).
