0000894189-14-002257 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2014 • Underlying Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 27th day of November, 2013, by and among Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Advisor”), Phoenix Investment Adviser 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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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2014 • Underlying Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 9th day of July, 2013, by and among Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Advisor”), Mountaineer Partners Management, 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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