0000894189-11-001842 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 29th, 2011 • Underlying Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 1st day of September, 2010, by and among Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Advisor”), FrontFour Capital Group, LLC, a Delaware limited liability company (the “Sub-Advisor”), and the Underlying Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of such series as designated by the Advisor (the “Fund”).

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HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST AND UNDERLYING FUNDS TRUST CUSTODY AGREEMENT
Underlying Funds Trust Custody Agreement • April 29th, 2011 • Underlying Funds Trust • Minnesota

THIS AGREEMENT is made and entered into as of this 12th day of April, 2011, by and among HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, a Delaware business trust, UNDERLYING FUNDS TRUST, a Delaware statutory trust, (collectively the “Trusts”), HATTERAS ALTERNATIVE MUTUAL FUNDS, LLC, (the “Adviser”) and, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

UNDERLYING FUNDS TRUST FOURTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Underlying Funds Trust • April 29th, 2011 • Underlying Funds Trust

THIS THIRD AMENDMENT effective as of May 1, 2011, to the Fund Administration Servicing Agreement, dated as of April 28, 2006, as amended April 12, 2007, April 21, 2008 and November 1, 2009 (the “Agreement”), is entered into by and among Hatteras Alternative Mutual Funds, 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”).

AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
The Investment Advisory Agreement • April 29th, 2011 • Underlying Funds Trust

THIS AMENDMENT, dated as of the 30th day of April 2011, to the Investment Advisory Agreement dated as of September 15, 2009, is entered into by and between Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Adviser”) and the Underlying Funds Trust, a Delaware statutory trust (the “Trust”), regarding each series of the Trust (the “Funds”).

UNDERLYING FUNDS TRUST FOURTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Underlying Funds Trust • April 29th, 2011 • Underlying Funds Trust

THIS FOURTH AMENDMENT effective as of May 1, 2011, to the Fund Accounting Servicing Agreement, dated as of April 28, 2006, as amended April 12, 2007, April 21, 2008 and November 1, 2009 (the “Agreement”), is entered into by and among Hatteras Alternative Mutual Funds, 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”).

AMENDMENT TO THE OPERATING SERVICES AGREEMENT
The Operating Services Agreement • April 29th, 2011 • Underlying Funds Trust

THIS AMENDMENT, dated as of the 30th day of April 2011, to the Operating Services Agreement dated as of September 15, 2009, is entered into by and between Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Adviser”) and the Underlying Funds Trust, a Delaware statutory trust (the “Trust”), regarding each series of the Trust (the “Funds”).

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