0000894189-11-004371 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 27th, 2011 • Underlying Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 21st day of June, 2011, by and among Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Advisor”), SW Asset Management, LLC, a Delaware limited liability corporation (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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TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • September 27th, 2011 • Underlying Funds Trust • Wisconsin
TRADING AGREEMENT
Trading Agreement • September 27th, 2011 • Underlying Funds Trust • Delaware

THIS AGREEMENT is made and entered into as of this ____ day of ____________________, by and among Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Advisor”), _______________________ (the “Trader”), and the Underlying Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of the Managed Futures Portfolio (the “Fund”).

CAYMAN INVESTMENT ADVISORY AGREEMENT
Cayman Investment Advisory Agreement • September 27th, 2011 • Underlying Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 23rd day of August, 2011 by and between Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Adviser”) and Hatteras Trading Advisors, an exempted company incorporated in the Cayman Islands (“HTA”).

UNDERLYING FUNDS TRUST FIFTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Underlying Funds Trust • September 27th, 2011 • Underlying Funds Trust

THIS FIFTH AMENDMENT dated as of September 16, 2011, to the Fund Accounting Servicing Agreement, dated as of April 28, 2006, as amended April 12, 2007, April 21, 2008, November 1, 2009 and May 1, 2011 (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”).

HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST AND UNDERLYING FUNDS TRUST FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • September 27th, 2011 • Underlying Funds Trust

THIS FIRST AMENDMENT dated as of September 16, 2011, to the Custody Agreement dated as of April 12, 2011, (the “Agreement”), is entered into 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 U.S. Bank, N.A., a national banking association (the “Custodian”).

UNDERLYING FUNDS TRUST FIFTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Underlying Funds Trust • September 27th, 2011 • Underlying Funds Trust

THIS FIFTH AMENDMENT dated as of September 16, 2011, to the Fund Administration Servicing Agreement, dated as of April 28, 2006, as amended April 12, 2007, April 21, 2008, November 1, 2009 and May 1, 2011 (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”).

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