UNDERLYING FUNDS TRUST THIRD AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
THIRD
AMENDMENT TO THE
FUND
ADMINISTRATION SERVICING AGREEMENT
THIS THIRD AMENDMENT dated as
of the 27th day of April, 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 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 to change the name of certain funds; and
WHEREAS, Section 10 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of the Agreement is hereby superseded and replaced with Exhibit A attached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.
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.
ALTERNATIVE
INVESTMENT PARTNERS, LLC
|
U.S.
BANCORP FUND SERVICES, LLC
|
By:
/s/ Xxxxxxxx
Xxxxxxxxxx
|
By:
/s/ Xxxxxxx X.
XxXxx
|
Printed
Name: Xxxxxxxx
Xxxxxxxxxx
|
Printed
Name: Xxxxxxx X.
XxXxx
|
Title: Vice President/CCO
|
Title:
Executive Vice
President
|
By: /s/ Xxxxxxxx Xxxxxxxxxx
|
|
Printed
Name: Xxxxxxxx
Xxxxxxxxxx
|
|
Title: Vice President/CCO
|
1
Exhibit
A
to
the Underlying Funds Trust
Fund
Administration Servicing Agreement
Separate
Series of Underlying Funds Trust effective March 6, 2009
Name of
Series
Arbitrage
– 1 Portfolio (f/k/a Convertible Bond Arbitrage - 1 Portfolio)
Income
Arbitrage Portfolio (f/k/a Arbitrage – 2
Portfolio)
Event
Driven and Risk Arbitrage Portfolio (f/k/a Merger Arbitrage – 1
Portfolio)
Long/Short
Equity – Earnings Revision – 1 Portfolio
Long/Short
Equity Market Neutral Portfolio (f/k/a Long/Short Equity – Momentum – 1
Portfolio)
Long/Short
Equity Hedge Portfolio (f/k/a Long/Short Equity – Deep Discount
Value – 1
Portfolio)
Long/Short
Equity – International – 1 Portfolio
Long/Short
Equity – REIT – 1 Portfolio
Distressed
Securities & Special Situations – 1 Portfolio
Global
Hedged Income – 1 Portfolio
Distressed/Hedged
Income Portfolio (f/k/a Deep Value Hedged Income – 1
Portfolio)
Long/Short
Equity – Growth – 1 Portfolio
Energy
and Natural Resources Portfolio (f/k/a Energy and National Resources – 1
Portfolio)
2