0000894189-15-003306 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 10th, 2015 • Hatteras Alternative Mutual Funds Trust • Delaware

THIS AGREEMENT is made and entered into as of this 1st day of July, 2015, by and among Hatteras Funds, LLC, a Delaware limited liability company (the “Advisor”), Longbow Capital Partners, LP, a Delaware limited partnership (the “Sub-Advisor”), and the Hatteras Alternative Mutual Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of such series as designated by the Advisor (the “Fund”).

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • July 10th, 2015 • Hatteras Alternative Mutual Funds Trust • Delaware

AGREEMENT, dated as of July 10, 2015 by and between Hatteras Funds, LLC, a Delaware limited liability company (the “Adviser”), and Acertus Capital Management, LLC, a Delaware limited liability company (the “Sub-Adviser”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 10th, 2015 • Hatteras Alternative Mutual Funds Trust • Delaware

THIS AGREEMENT is made and entered into as of this 1st day of June, 2015, 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 Hatteras Alternative Mutual Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of such series as designated by the Advisor (the “Fund”).

HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, UNDERLYING FUNDS TRUST and HCIM TRUST FUND ACCOUNTING SERVICING AGREEMENT
Trust Fund Accounting Servicing Agreement • July 10th, 2015 • Hatteras Alternative Mutual Funds Trust • Wisconsin

THIS AGREEMENT is made and effective as of July 1, 2015, entered into by and among HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, UNDERLYING FUNDS TRUST and HCIM TRUST, each a Delaware statutory trust (each a “Trust” and collectively the “Trusts”), separately acting for and on behalf of each series of the applicable Trust as are currently authorized and issued by the applicable Trust or may be authorized and issued by the applicable Trust subsequent to the date of this Agreement (each a “Fund” and collectively the “Funds”); HATTERAS FUNDS, LLC (the “Adviser”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company organized and existing under the laws of the state of Wisconsin (“USBFS”). This Agreement supersedes and replaces the Hatteras Alternative Mutual Funds Trust Fund Accounting Servicing Agreement dated April 28, 2006, as amended, the Underlying Funds Trust Fund Accounting Servicing Agreement dated April 28, 2006, as amended, and the HCIM Trust Fund Accounting Servi

HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, UNDERLYING FUNDS TRUST and HCIM TRUST CUSTODY AGREEMENT
Custody Agreement • July 10th, 2015 • Hatteras Alternative Mutual Funds Trust • Minnesota

THIS AGREEMENT is made and effective as of July 1, 2015, entered into by and among HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, UNDERLYING FUNDS TRUST and HCIM TRUST, each a Delaware statutory trust (each a “Trust” and collectively the “Trusts”), separately acting for and on behalf of each series of the applicable Trust as are currently authorized and issued by the applicable Trust or may be authorized and issued by the applicable Trust subsequent to the date of this Agreement (each a “Fund” and collectively the “Funds”); HATTERAS FUNDS, LLC (the “Adviser”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”). This Agreement supersedes and replaces the Hatteras Alternative Mutual Funds Trust and Underlying Funds Trust Custody Agreement dated April 12, 2011, as amended, and the HCIM Trust Custody Agreement dated September 6, 2013.

HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, UNDERLYING FUNDS TRUST and HCIM TRUST FUND ADMINISTRATION SERVICING AGREEMENT
Trust Fund Administration Servicing Agreement • July 10th, 2015 • Hatteras Alternative Mutual Funds Trust • Wisconsin

THIS AGREEMENT is made and effective as of July 1, 2015, entered into by and among HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, UNDERLYING FUNDS TRUST and HCIM TRUST, each a Delaware statutory trust (each a “Trust” and collectively the “Trusts”), separately acting for and on behalf of each series of the applicable Trust as are currently authorized and issued by the applicable Trust or may be authorized and issued by the applicable Trust subsequent to the date of this Agreement (each a “Fund” and collectively the “Funds”); HATTERAS FUNDS, LLC (the “Adviser”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company organized and existing under the laws of the state of Wisconsin (“USBFS”). This Agreement supersedes and replaces the Hatteras Alternative Mutual Funds Trust Fund Administration Servicing Agreement dated April 28, 2006, as amended, the Underlying Funds Trust Fund Administration Servicing Agreement dated April 28, 2006, as amended, and the HCIM Trust Fund Administ

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 10th, 2015 • Hatteras Alternative Mutual Funds Trust • Wisconsin

THIS AGREEMENT is made and effective as of July 1, 2015, entered into by and among HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, UNDERLYING FUNDS TRUST and HCIM TRUST, each a Delaware statutory trust (each a “Trust” and collectively the “Trusts”), separately acting for and on behalf of each series of the applicable Trust as are currently authorized and issued by the applicable Trust or may be authorized and issued by the applicable Trust subsequent to the date of this Agreement (each a “Fund” and collectively the “Funds”); HATTERAS FUNDS, LLC (the “Adviser”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company organized and existing under the laws of the state of Wisconsin (“USBFS”). This Agreement supersedes and replaces the Hatteras Alternative Mutual Funds Trust Transfer Agent Servicing Agreement dated September 6, 2002, as amended, the Underlying Funds Trust Transfer Agent Servicing Agreement dated September 23, 2011, as amended, and the HCIM Trust Transfer Agent S

APPENDIX A to OPERATING SERVICES AGREEMENT As Amended 6/30/15 Separate Series of Hatteras Alternative Mutual Funds Trust
Operating Services Agreement • July 10th, 2015 • Hatteras Alternative Mutual Funds Trust

Annual Fee Rate (as a % of average daily net assets) Fund Class A Class C Institutional Class Class H No Load Hatteras Alpha Hedged Strategies Fund 1.59% 1.59% 0.84% — 1.59% Hatteras Hedged Strategies Fund — — 0.10% — — Hatteras Long / Short Debt Fund 0.84% 0.84% 0.59% — — Hatteras Long / Short Equity Fund 0.84% — 0.59% — — Hatteras Managed Futures Strategies Fund 0.84% — 0.59% — — Hatteras Market Neutral Fund 0.99% 0.99% 0.74% 0.25% — Hatteras Event Driven Fund — — — 0.25% —

EXHIBIT A to DISTRIBUTION AGREEMENT As Amended 6/30/15
Distribution Agreement • July 10th, 2015 • Hatteras Alternative Mutual Funds Trust
APPENDIX A to INVESTMENT ADVISORY AGREEMENT As Amended 6/30/15 Separate Series of Hatteras Alternative Mutual Funds Trust
Investment Advisory Agreement • July 10th, 2015 • Hatteras Alternative Mutual Funds Trust

Fund Annual Fee Rate Hatteras Alpha Hedged Strategies Fund 0.25% of average daily net assets Hatteras Long / Short Equity Fund 0.00% of average daily net assets Hatteras Long / Short Debt Fund 0.00% of average daily net assets Hatteras Hedged Strategies Fund 0.25% of average daily net assets Hatteras Managed Futures Strategies Fund 0.00% of average daily net assets Hatteras Event Driven Fund 1.75% of average daily net assets Hatteras Market Neutral Fund 1.75% of average daily net assets Hatteras Disciplined Opportunity Fund 1.25% of average daily net assets

Appendix A to OPERATING EXPENSES LIMITATION AGREEMENT As Amended 6/30/15 Separate Series of Hatteras Alternative Mutual Funds Trust
Operating Expense Limitation Agreement • July 10th, 2015 • Hatteras Alternative Mutual Funds Trust

Operating Expense Limit (as a % of average daily net assets) Fund Class A Class C Institutional Class Class H No Load Hatteras Alpha Hedged Strategies Fund 3.49% 4.24% 2.99% — 2.99% Hatteras Hedged Strategies Fund — — 2.25% — — Hatteras Long / Short Debt Fund 2.99% 3.74% 2.49% — — Hatteras Long / Short Equity Fund 2.99% — 2.49% — — Hatteras Managed Futures Strategies Fund 2.99% — 2.49% — — Hatteras Market Neutral Fund 2.99% 3.74% 2.49% 2.00% — Hatteras Event Driven Fund — — — 2.00% — Hatteras Disciplined Opportunity Fund 2.00% — 1.75% — —

NSCC SERVICE AGREEMENT BY AND AMONG QUASAR DISTRIBUTORS, LLC, HATTERAS CAPITAL DISTRIBUTORS, LLC, HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST AND HCIM TRUST
Service Agreement • July 10th, 2015 • Hatteras Alternative Mutual Funds Trust • Wisconsin

THIS AGREEMENT (“Agreement”) is made as of this 1st day of July 2015, by and among Hatteras Capital Distributors, LLC (“Hatteras”), Hatteras Alternative Mutual Funds Trust (“HAMFT”), HCIM Trust (“HCIMT” and, together with Hatteras and HAMFT, the “Company”), on behalf of each of their funds listed on Schedule A (the “Funds”), which may be amended from time to time, and Quasar Distributors, LLC, a Delaware limited liability company (“Quasar” and, together with the Company, the “Parties”).

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