0000894189-09-001344 Sample Contracts

UNDERLYING FUNDS TRUST THIRD AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Underlying Funds Trust • April 30th, 2009 • Underlying Funds Trust

THIS THIRD AMENDMENT dated as of the 27th day of April, 2009, to the Fund Accounting Servicing Agreement, dated as of April 28, 2006, as amended April 12, 2007 and April 21, 2008 (the “Agreement”), is entered into by and among Alternative Investment Partners, LLC, a Delaware limited liability company (the “Adviser”), Underlying Funds Trust, a Delaware statutory trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

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UNDERLYING FUNDS TRUST THIRD AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Underlying Funds Trust • April 30th, 2009 • Underlying Funds Trust

THIS THIRD AMENDMENT dated as of the 27th day of April, 2009, to the Fund Administration Servicing Agreement, dated as of April 28, 2006, as amended April 12, 2007 and April 21, 2008 (the “Agreement”), is entered into by and among Alternative Investment Partners, LLC, a Delaware limited liability company (the “Adviser”), Underlying Funds Trust, a Delaware statutory trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

UNDERLYING FUNDS TRUST FOURTH AMENDMENT TO THE SELLING AGENT AGREEMENT
Underlying Funds Trust • April 30th, 2009 • Underlying Funds Trust

THIS FOURTH AMENDMENT dated as of the 27th day of April, 2009, to the Selling Agent Agreement, dated as of April 28, 2006, as amended April 12, 2007, April 21, 2008 and January 27, 2009 (the “Agreement”), is entered into by and between Underlying Funds Trust, a Delaware statutory trust (the “Trust”) and Quasar Distributors, LLC, a Delaware limited liability company (“the Selling Agent”).

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