Underlying Funds Trust Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 29th, 2016 • Underlying Funds Trust • Delaware

THIS AGREEMENT is made and entered into as of January 5, 2016, by and among Hatteras Funds, LP, a Delaware limited partnership (formerly a Delaware limited liability company known as Hatteras Funds, LLC) (the “Advisor”), Apis Capital 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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TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • September 27th, 2011 • Underlying Funds Trust • Wisconsin
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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 28th, 2006 • Underlying Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 28th day of April, 2006, by and among Alternative Investment Partners, LLC, a Delaware limited liability company (the “Adviser”), Quattro Global Capital, LLC, a Delaware limited liability company (the “Sub-Adviser”), and the Underlying Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of its series, Distressed Securities & Special Situations - 1 (the “Fund”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2016 • Underlying Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 5th day of January, 2016 by and between Hatteras Funds, LP, a Delaware limited partnership (the “Adviser”) and the Underlying Funds Trust, a Delaware statutory trust (the “Trust”), regarding each series of the Trust (the “Funds”).

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FORM OF TRADING AGREEMENT
Form of Trading Agreement • March 11th, 2016 • Hatteras Alternative Mutual Funds Trust • Delaware

THIS AGREEMENT is made and entered into as of this 29th day of April, 2016, by and among Hatteras Funds, LP, a Delaware limited partnership (the “Advisor”), Revolution Capital Management LLC, a Colorado limited liability company (the “Trader”), and the Hatteras Alternative Mutual Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of the Hatteras Managed Futures Strategies Fund (the “Fund”).

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TRADING AGREEMENT
Trading Agreement • April 30th, 2015 • Underlying Funds Trust • Delaware

THIS AGREEMENT is made and entered into as of this 19th day of September, 2014, by and among Hatteras Funds, LLC, a Delaware limited liability company (the “Advisor”), Revolution Capital Management LLC, a Colorado 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”).

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SUB-ADVISORY AGREEMENT
Form Of • September 16th, 2016 • Trust for Advisor Solutions • Delaware

THIS AGREEMENT is made and entered into as of [ ], 2016, by and among Hatteras Funds, LP, a Delaware limited partnership (formerly a Delaware limited liability company known as Hatteras Funds, LLC) (the “Advisor”), Coe Capital Management, LLC, an Illinois limited liability company (the “Sub-Advisor”), and the Trust for Advisor Solutions, a Delaware statutory trust (the “Trust”) on behalf of such series as designated by the Advisor (the “Fund”).

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OPERATING SERVICES AGREEMENT
Operating Services Agreement • September 17th, 2009 • Underlying Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 15th day of September, 2009, by and between Hatteras Alternative Mutual 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”).

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HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST AND UNDERLYING FUNDS TRUST CUSTODY AGREEMENT
Underlying Funds Trust Custody Agreement • April 29th, 2011 • Underlying Funds Trust • Minnesota

THIS AGREEMENT is made and entered into as of this 12th day of April, 2011, 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, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

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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”).

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UNDERLYING FUNDS TRUST AGREEMENT AND DECLARATION OF TRUST March 27, 2006 Amended and Restated February 22, 2010
Underlying Funds Trust • May 3rd, 2010 • Underlying Funds Trust • Delaware

THIS AGREEMENT AND DECLARATION OF TRUST of Underlying Funds Trust is made as of the 27th day of March, 2006, and amended and restated as of February 22, 2010.

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CUSTODY AGREEMENT
Custody Agreement • April 30th, 2008 • Underlying Funds Trust • New York

AGREEMENT, dated as of April 28, 2006 by and between UNDERLYING FUNDS TRUST (the “Trust”), a statutory trust organized and existing under the laws of the State of Delaware, acting with respect to and on behalf of each of the series of the Trust (each, a "Series") that are identified on Exhibit A hereto, as such Exhibit A may be revised or supplemented from time to time as agreed in writing by the parties hereto, and CUSTODIAL TRUST COMPANY, a bank organized and existing under the laws of the State of New Jersey ("Custodian").

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UNDERLYING FUNDS TRUST FUND ADMINISTRATION SERVICING AGREEMENT
Underlying Funds Trust • April 30th, 2008 • Underlying Funds Trust • Wisconsin

THIS AGREEMENT is made and entered into this 28th day of April, 2006, by and among ALTERNATIVE INVESTMENT PARTNERS, LLC, a Delaware limited 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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March 7, 2014
Underlying Funds Trust • April 30th, 2015
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HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, UNDERLYING FUNDS TRUST and HCIM TRUST FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 29th, 2016 • Underlying 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

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PORTFOLIO RESEARCH CONSULTANT AGREEMENT
Portfolio Research Consultant Agreement • April 28th, 2006 • Underlying Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 28th day of April, 2006, by and between Alternative Investment Partners, LLC, a Delaware limited liability company (the “Adviser”), the Underlying Funds Trust, a Delaware statutory trust (the “Trust”) and Trust Advisors LLC, a Delaware limited liability company (the “PRC”) regarding each series of the Trust (the “Funds”).

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CUSTODIAN AGREEMENT
Custodian Agreement • April 9th, 2012 • Underlying Funds Trust • Massachusetts

This Custodian Agreement (the “Agreement”) is dated as of this 16th day of August, 2011 and is by and between U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Custodian”), and UNDERLYING FUNDS TRUST, a Delaware statutory trust (the “Trust”) on behalf of Relative Value Fund (the “Fund”).

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UNDERLYING FUNDS TRUST FUND ACCOUNTING SERVICING AGREEMENT
Underlying Funds Trust • April 30th, 2008 • Underlying Funds Trust • Wisconsin

THIS AGREEMENT is made and entered into this 28th day of April, 2006, by and among ALTERNATIVE INVESTMENT PARTNERS, LLC, a Delaware limited 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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CAYMAN INVESTMENT ADVISORY AGREEMENT
Cayman 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”).

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HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, UNDERLYING FUNDS TRUST and HCIM TRUST CUSTODY AGREEMENT
Trust Custody Agreement • April 29th, 2016 • Underlying 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.

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LOAN AND PLEDGE AGREEMENT
Loan and Pledge Agreement • April 30th, 2008 • Underlying Funds Trust • New York

AGREEMENT dated as of April 28, 2006, between CUSTODIAL TRUST COMPANY ("Bank"), a bank and trust company organized and existing under the laws of the State of New Jersey, and UNDERLYING FUNDS TRUST (the “Trust"), a statutory trust organized and existing under the laws of the State of Delaware and registered under the Investment Company Act of 1940, acting with respect to the one or more series of the Trust (each a "Series") set forth on Schedule A hereto (which Schedule may be supplemented or revised at any time as agreed by both parties hereto in writing).

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HATTERAS ALTERNATIVE MUTUAL FUNDS TRUST, UNDERLYING FUNDS TRUST and HCIM TRUST FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • April 29th, 2016 • Underlying 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

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TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 29th, 2016 • Underlying 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

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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”).

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UNDERLYING FUNDS TRUST FOURTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Underlying Funds Trust • April 29th, 2011 • Underlying Funds Trust

THIS THIRD AMENDMENT effective as of May 1, 2011, to the Fund Administration Servicing Agreement, dated as of April 28, 2006, as amended April 12, 2007, April 21, 2008 and November 1, 2009 (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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April 28], 2016
Hatteras Alternative Mutual Funds Trust • March 11th, 2016
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UNDERLYING FUNDS TRUST THIRD AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Underlying Funds Trust • May 3rd, 2010 • Underlying Funds Trust

THIS THIRD AMENDMENT effective as of November 1, 2009, to the Fund Administration Servicing Agreement, dated as of April 28, 2006, as amended April 12, 2007 and April 21, 2008 (the “Agreement”), is entered into by and among Hatteras Alternative Mutual Funds, LLC f/k/a Alternative Investment Partners, 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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Form of APPENDIX A to INVESTMENT ADVISORY AGREEMENT As Amended [ ] Separate Series of Trust for Advisor Solutions
Investment Advisory Agreement • September 16th, 2016 • Trust for Advisor Solutions

TRUST FOR ADVISOR SOLUTIONS By: ___________________________________ Name: Gregory C. Bakken Title: President HATTERAS FUNDS, LP By: ___________________________________ Name: R. Lance Baker Title: Chief Financial Officer

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HATTERAS TRADING ADVISORS FIRST AMENDMENT TO THE PRIVATE INVESTMENT COMPANY CUSTODY AGREEMENT
Hatteras Trading Advisors • 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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UNDERLYING FUNDS TRUST FIRST AMENDMENT TO THE SELLING AGENT AGREEMENT
Selling Agent Agreement • April 30th, 2008 • Underlying Funds Trust

THIS FIRST AMENDMENT dated as of the 12th day of April, 2007, to the Selling Agent Agreement, dated as of April 28, 2006 (the “Agreement”), is entered by and between Underlying Funds Trust, a Delaware statutory trust (the “Trust”) and Quasar Distributors, LLC, a Delaware limited liability company (“the Selling Agent”).

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AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
The Investment Advisory Agreement • April 29th, 2011 • Underlying Funds Trust

THIS AMENDMENT, dated as of the 30th day of April 2011, to the Investment Advisory Agreement dated as of September 15, 2009, is entered into by and between Hatteras Alternative Mutual 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”).

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APPENDIX A to OPERATING EXPENSES LIMITATION AGREEMENT As Amended 4/29/16 Separate Series of Hatteras Alternative Mutual Funds Trust
Operating Expenses Limitation Agreement • March 11th, 2016 • Hatteras Alternative Mutual Funds Trust
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UNDERLYING FUNDS TRUST SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Underlying Funds Trust • April 30th, 2008 • Underlying Funds Trust

THIS SECOND AMENDMENT dated as of the 21st of April, 2008, to the Fund Administration Servicing Agreement, dated as of April 28, 2006, as amended April 12, 2007 (the “Agreement”), is entered into by and among Alternative Investment Partners, 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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UNDERLYING FUNDS TRUST FIRST AMENDMENT TO THE LOAN AND PLEDGE AGREEMENT
Underlying Funds Trust • April 30th, 2008 • Underlying Funds Trust

THIS FIRST AMENDMENT dated as of the 28th day of April, 2008, to the Loan and Pledge Agreement, dated as of April 28, 2006 (the “Agreement”), is entered into by and among Underlying Funds Trust, a Delaware statutory trust (the “Trust”), and Custodial Trust Company, a bank and trust company organized and existing under the laws of the State of New Jersey (“Bank”).

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UNDERLYING FUNDS TRUST FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Underlying Funds Trust • April 30th, 2008 • Underlying Funds Trust

THIS FIRST AMENDMENT dated as of the 12th day of April, 2007, to the Fund Accounting Servicing Agreement, dated as of April 28, 2006 (the “Agreement”), is entered by and among Alternative Investment Partners, 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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