0000894189-15-002159 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2015 • Underlying Funds Trust • Delaware

THIS AGREEMENT is made and entered into as of this 1st day of July, 2014, by and among Hatteras Alternative Mutual Funds, LLC, a Delaware limited liability company (the “Advisor”), Jadwin Partners, LLC, a California 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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FORM OF TRADING AGREEMENT
Trading Agreement • April 30th, 2015 • Underlying Funds Trust • Delaware

THIS AGREEMENT is made and entered into as of this 1st day of December, 2014 (the “Effective Date”), by and among Hatteras Funds, LLC, a Delaware limited liability company (the “Advisor”), ROW Asset Management, 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”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 30th, 2015 • Underlying Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 1st day of July, 2014 by and between Scotland Acquisition LLC d/b/a Hatteras 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”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2015 • Underlying Funds Trust • Delaware

THIS AGREEMENT is made and entered into as of this 1st day of July, 2014, by and among Hatteras Funds, LLC, a Delaware limited liability company (the “Advisor”), MeehanCombs, LP, a Delaware limited partnership (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”).

March 7, 2014
Consent to Assignment of Contract • April 30th, 2015 • Underlying Funds Trust
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2015 • Underlying Funds Trust • Delaware

THIS AGREEMENT is made and entered into as of this 1st day of July, 2014, by and among Hatteras 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”).

OPERATING SERVICES AGREEMENT
Operating Services Agreement • April 30th, 2015 • Underlying Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 1st day of July, 2014 by and between Scotland Acquisition LLC d/b/a Hatteras Funds, LLC, a Delaware limited liability company (the “Servicing Agent”) and the Underlying Funds Trust, a Delaware statutory trust (the “Trust”), regarding each series of the Trust (the “Funds”).

CAYMAN INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 30th, 2015 • Underlying Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 1st day of July, 2014 by and between Scotland Acquisition LLC d/b/a Hatteras Funds, LLC, a Delaware limited liability company (the “Adviser”) and Hatteras Trading Advisors, an exempted company incorporated in the Cayman Islands (“HTA”).

Amendment to Sub-Advisory Agreement By and Among Hatteras Funds, LLC, MeehanCombs, LP and the Underlying Funds Trust
Sub-Advisory Agreement • April 30th, 2015 • Underlying Funds Trust • Delaware

This “Amendment,” effective as of August 27, 2014, amends and supplements the Sub-Advisory Agreement (the “Agreement”) dated July 1, 2014, by and among Hatteras Funds, LLC, a Delaware limited liability company (the “Advisor”), MeehanCombs, LP, a Delaware limited partnership (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”). Should any term or provision of the Agreement conflict with an express term or provision of this Amendment, the terms and provisions of this Amendment shall govern. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

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