UNDERLYING FUNDS TRUST THIRD AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
THIRD
AMENDMENT TO THE
THIS THIRD AMENDMENT effective
as of November 1, 2009, to the Fund Accounting 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”).
RECITALS
WHEREAS, the Adviser, the
Trust and USBFS have entered into an Agreement; and
WHEREAS, the parties desire to
amend the Agreement; and
WHEREAS, Section 15 of the
Agreement allows for its amendment by a written instrument executed by all
parties.
NOW, THEREFORE, the parties
agree as follows:
Exhibit A
of the Agreement is hereby superseded and replaced with Exhibit A attached
hereto.
Exhibit B
of the Agreement is hereby superseded and replaced with Exhibit B attached
hereto.
Except to
the extent supplemented hereby, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the
parties hereto have caused this Third Amendment to be executed by a duly
authorized officer on one or more counterparts as of the date and year first
written above.
HATTERAS ALTERNATIVE MUTUAL
FUNDS, LLC
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U.S.
BANCORP FUND SERVICES, LLC
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By:
/s/ J. Xxxxxxx
Xxxxxx
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By:
/s/ Xxxxxxx X.
XxXxx
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Printed
Name: J. Xxxxxxx Xxxxxx
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Printed
Name: Xxxxxxx X. XxXxx
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Title: COO
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Title:
Executive Vice President
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By:
/s/ J. Xxxxxxx
Xxxxxx
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Printed
Name: J. Xxxxxxx Xxxxxx
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Title: Secretary
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1
Exhibit
A
to
the Underlying Funds Trust
Separate
Series of Underlying Funds Trust
Name of
Series
Relative
Value
Event
Driven
Long/Short
Equity
Market
Neutral Equity
The
following funds are expected to be closed on or before January 1,
2010:
Arbitrage
– 1 Portfolio
Income
Arbitrage Portfolio
Event
Driven and Risk Arbitrage Portfolio
Long/Short
Equity – International – 1 Portfolio
Global
Hedged Income – 1 Portfolio
Long/Short
Equity – Growth – 1 Portfolio
Energy
and Natural Resources Portfolio
2
Exhibit B
Fee Schedule of AIP Alternative
Strategies Funds and Underlying Funds Trust
Effective November 1,
2009
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Annual Fee Based Upon Market Value of
Complex*Note
1
$[___]
first $[___] million
[___]
basis points on the next $[___] million
[___]
basis points on the next $[___] million
[___]
basis points on the next $[___] million
[___]
basis points on the next $[___] billion
[___]
basis points on the balance
Plus
sub-advisor fee of $[___] per advisor
*Minimum
annual fee based on six funds with four classes.
Additional
fee is $[___] per fund and $[___] per class.
Additional
Services Note 1,
2
§ $[___] /year
Chief Compliance Officer
Support
USBFS
provides on-going support to the fund’s CCO’s including:
§ Daily
consulting and responding to inquiries and requests
§ Periodic
reporting and conference calls with all CCO’s
§ Periodic
forums for USBFS CCO to meet with client CCO’s
§ Quarterly
certifications and reporting on procedures and compliance
events
§ Access
to CCO portal
Advisor Information Source (AIS) Web
Portal
The
AIS portal provides position, transaction and compliance
reporting. Reports can be scheduled and delivered to the secure
AIS inbox. Customize the output and format of information to
fit your needs. Import the data through an interface and query
information on demand. Specialized projects will be analyzed
and an estimate will be provided prior to work being
performed.
Out-Of-Pocket Expenses
Including but not limited to
pricing services, corporate action services, fair value pricing services,
factor services, customized reporting, and all other out-of-pocket
expenses.
Conversion
and extraordinary services quoted separately
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Note
1: Fees are billed monthly and subject to annual CPI increase,
Milwaukee MSA.
Note
2: Additional services include Chief Compliance Officer Support and
Advisor Information Source (AIS) Web Portal as stated above
3