UNDERLYING FUNDS TRUST FOURTH AMENDMENT TO THE SELLING AGENT AGREEMENT
FOURTH
AMENDMENT TO THE
SELLING
AGENT AGREEMENT
THIS FOURTH AMENDMENT dated as
of the 27th day of
April, 2009, to the Selling Agent Agreement, dated as of April 28, 2006, as
amended April 12, 2007, April 21, 2008 and January 27, 2009 (the “Agreement”),
is entered into by and between Underlying Funds Trust, a
Delaware statutory trust (the “Trust”) and Quasar Distributors, LLC, a
Delaware limited liability company (“the Selling Agent”).
RECITALS
WHEREAS, the Trust and the
Selling Agent have entered into an Agreement; and
WHEREAS, the parties desire to
amend the Agreement to change the name of certain funds; and
WHEREAS, Section 11, paragraph
B of the Agreement allows for its amendment by a written instrument executed by
both 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of the Agreement is hereby superseded and replaced with Exhibit A attached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 Fourth Amendment to be executed by a duly
authorized officer on one or more counterparts as of the date and year first
written above.
QUASAR
DISTRIBUTORS, LLC
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By: /s/ Xxxxxxxx
Xxxxxxxxxx
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By:
/s/ Xxxxx X.
Xxxxxxxxx
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Printed
Name: Xxxxxxxx
Xxxxxxxxxx
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Printed
Name: Xxxxx X.
Xxxxxxxxx
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Title: Vice
President/CCO
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Title:
President
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1
Exhibit
A
to
the
Selling
Agent Agreement
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