0000894189-13-002377 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 29th, 2013 • Underlying Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 14th day of September, 2012, by and among Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Advisor”), White Oak Global Advisors, 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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AMENDED AND RESTATED TRADING AGREEMENT
Trading Agreement • April 29th, 2013 • Underlying Funds Trust • Delaware

THIS AMENDED AND RESTATED AGREEMENT is made and entered into as of this 13th day of February, 2013, by and among Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Advisor”), 2100 Xenon Group, LLC, a Delaware limited liability company (the “Trader”), and the Underlying Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of the Managed Futures Portfolio (the “Fund”).

HATTERAS TRADING ADVISORS FIRST AMENDMENT TO THE PRIVATE INVESTMENT COMPANY CUSTODY AGREEMENT
Private Investment Company Custody Agreement • April 29th, 2013 • Underlying Funds Trust

Company Custody Agreement dated as of September 22, 2011, (the "Agreement"), is entered into by and among Hatteras Trading Advisors, an exempted company incorporated in the Cayman Islands with limited liability (the "Company"), Hatteras Alternative Mutual Funds, LLC (the "Advisor") and U.S. Bank National Association, a national banking association (the "Custodian").

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